Annual Report 2014-15 - Britannia Industries Limited

Transcription

Britannia Annual Report 2014-15
BOARD OF DIRECTORS
CHAIRMAN :
Mr. Nusli N Wadia
MANAGING DIRECTOR :
Mr. Varun Berry
DIRECTORS :
Mr. A K Hirjee
Mr. Avijit Deb
Mr. S S Kelkar
Mr. Nimesh N Kampani
Mr. Jeh N Wadia
Mr. Keki Dadiseth
Dr. Ajai Puri
Mr. Nasser Munjee
Mr. Ness N Wadia
Dr. Vijay L Kelkar
Mrs. Ranjana Kumar
MANAGEMENT TEAM :
Mr. Amlan Datta Majumdar
Mr. Vinay Singh Kushwaha
Mr. Hemant Rupani
Mr. Manjunath Desai
Mr. Sudhir Nema
Mr. Ali Harris Shere
Mr. Ritesh Rana
Mr. Anindya Dutta
Mr. Manoj Balgi
Mr. Gunjan Shah
COMPANY SECRETARY:
Mr. Rajesh Arora
AUDITORS :
B S R & Co. LLP
Chartered Accountants
Maruthi Info-Tech Centre,
11-12/1, Inner Ring Road, Koramangala,
Bangalore - 560 071.
BANKERS :
Bank of America N. A.
Bank of Tokyo-Mitsubishi UFJ
Citibank N. A.
HDFC Bank Limited
ICICI Bank Limited
Chief Financial Officer
Vice President-Supply Chain
Vice President-Sales
Vice President-Strategy & Business Development
Vice President-R&D and Quality
Head-Marketing
Head-Human Resource
Head-Dairy Business
Head-Procurement
Head-International Business
Indian Bank
Standard Chartered Bank
State Bank of India
The Hongkong and Shanghai Banking Corporation Limited
The Royal Bank of Scotland N. V.
(Corporate Identity Number: L15412WB1918PLC002964)
Registered Office: 5/1A, Hungerford Street, Kolkata - 700 017.
Executive Office : Prestige Shantiniketan, The Business Precinct, Tower C,16th & 17th Floor,
Whitefield Main Road, Mahadevpura Post, Bangalore-560048.
Phone : 033 22872439/2057; 080 39400080 Fax : 033 22872501; 080 25063229
Website: www.britannia.co.in E-mail ID: investorrelations@britindia.com
CONTENTS
Financial Highlights................................................................................................................................................... 01
Report of the Directors & Annexures........................................................................................................................ 02
Information on Subsidiary and Associate Companies............................................................................................... 46
Management Discussion and Analysis....................................................................................................................... 48
Report on Corporate Governance.............................................................................................................................. 52
Independent Auditor’s Report.................................................................................................................................... 71
Balance Sheet.............................................................................................................................................................. 74
Statement of Profit and Loss...................................................................................................................................... 75
Cash Flow Statement................................................................................................................................................. 76
Notes to Financial Statements.................................................................................................................................... 78
Independent Auditor’s Report on the Consolidated Financial Statements.............................................................. 124
Consolidated Balance Sheet..................................................................................................................................... 126
Consolidated Statement of Profit and Loss.............................................................................................................. 127
Consolidated Cash Flow Statement......................................................................................................................... 128
Notes to Consolidated Financial Statements........................................................................................................... 130
Significant Ratios...................................................................................................................................................... 161
Ten Year Financial Statistics : 2006 -2015................................................................................................................ 162
FINANCIAL HIGHLIGHTS
` in crores
2014-15
2013-14
% Change
7,100.46
6,232.09
14%
654.23
533.24
23%
Shareholders’ Funds
1,235.62
853.46
45%
Capital Expenditure
88.04
98.59
(11%)
Profit Before Exceptional Items and Tax
740.55
562.62
32%
Profit Before Tax
882.61
542.62
63%
Net Profit
622.41
369.83
68%
Cash Profit
739.68
433.21
71%
Earnings (Basic)
51.90
30.87
68%
Dividend
16.00
12.00
33%
Dividend + Tax
19.26
14.04
37%
7,775.09
6,829.32
14%
Profit from Operations
719.43
544.02
32%
Profit Before Tax
949.59
569.32
67%
Net Profit
688.64
395.35
74%
STANDALONE
Net Sale of Products
Per Equity Share (Nominal value of ` 2/- each)
CONSOLIDATED
Net Sale of Products
1
REPORT OF THE DIRECTORS
2.
OVERVIEW OF COMPANY PERFORMANCE
In an economic environment, wherein revenue
growth in the FMCG sector has slowed down,
your Company achieved a sales growth of 14.5%
and added ` 921.41 crores to sales. Profit from
operations increased 22.7% from ` 533.24 crores to
`654.23 crores. Earnings per share (of ` 2/- each)
increased from ` 30.87 to ` 51.90.
During the year, your Company focused on product
innovation, brand building and distribution to grow
faster than the market. Your Company’s brands have
become iconic over time due to a combination of
superior product and endearing communication.
Your Company’s focus on building new capabilities
and a robust pipeline of innovation resulted in new
launches in the form of NutriChoice Heavens, Good
Day Chunkies and Britannia Nut n Raisin Romance
Cake. Coupled with leading edge go-to-market
approaches, these innovations tap new sources
of growth and profitable revenue, while building
brand differentiation and relevance.
Your Company is focused to balance cost, quality
and aspiration in its brand for consumer affordability
at every price point. Cost effectiveness has been a
key pillar of your Company’s value creation strategy
and this was achieved through scale in operations,
technology interventions, complexity and wastage
reduction in the value chain along with efficient
management of working capital. Your Company
will continue and intensify the thrust on cost
effectiveness in the coming year as well.
Trend lines of key performance parameters are
shown in the tables below:
1.FINANCIAL RESULTS
` in crores
Sale of Products
Other Operating
Revenues
Other Income
(PBT before other
income, finance costs and
exceptional items)
Profit before exceptional
items and tax
Exceptional Items*
Profit Before Tax
Less: Tax Expense
Net Profit
Add: Profit brought
forward
Profit available for
appropriation
Less: Proposed Dividend
Less: Tax on Proposed
Dividend
Less:Dividend
(including tax on
dividend) on equity
shares issued under
ESOS after the year
end
Less: Transfer to General
Reserve
Less:Additional
depreciation due to
revision in useful
life of Fixed Assets
as per Companies
Act, 2013 (Net of
Deferred tax)
Balance carried forward
to Balance Sheet
Net Cash Flow from
Operating Activities
Year ended
Year ended
31 March 15 31 March 14
7,269.26
6,347.85
75.53
75.30
87.53
654.23
34.82
533.24
740.55
562.62
142.06
882.61
260.20
622.41
491.15
(20.00)
542.62
172.79
369.83
326.89
1,113.56
696.72
191.88
39.06
143.91
24.46
-
0.22
62.24
36.98
9.31
-
Performance Trends
` in crores
8,000
700
7,000
Sale of Products
Particulars
811.07
491.15
600
6,000
500
5,000
400
4,000
300
3,000
200
2,000
100
1,000
515.33
614.51
0
0
2010-11
* Includes profit on sale of land & building of ` 159.92 crores, provision
for diminution in value of investments in Daily Bread Gourmet Foods
(India) Private Limited of ` 4 crores and Voluntary Retirement Scheme
(“VRS”) related cost to all workmen at Delhi factory of ` 13.86 crores.
Sale of Products
2
2011-12
2012-13
2013-14
2014-15*
Profit f rom Operations / Net Cash Flow
f rom Operating Activities
The Directors present their Annual Report together
with the Statement of Accounts for the year ended
31 March 2015.
Net Cash Flow from Operating Activities
*“Net cash flow from operating activities” is after considering
Fixed Deposits of ` 175 crores made during the year.
Net Profit/Cash Profit
Net Profit, Cash Profit and EPS
` in crores
60
800
700
600
500
400
300
200
100
0
50
40
30
20
10
0
2010-11
2011-12
Net profit
2012-13
2013-14
Cash Profit
2014-15
EPS (Nominal value of ` 2/- each)
SUBSIDIARIES & ASSOCIATES
Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing the
salient features of the financial statements of our
Subsidiaries and Associates in the prescribed format
AOC-1 has been annexed and forming part of this
Report.
The statement provides the details of performance,
financial position of each of the Subsidiaries and
Associates. Your Company does not have any
Material Subsidiary (as defined under the Listing
Agreement) as on 31 March 2015.
In accordance with Section 136 of the Companies
Act, 2013, the audited financial statements,
including the consolidated financial statements and
related information of the Company and audited
accounts of each Subsidiary, are available on our
website: www.britannia.co.in.
Your Directors present herewith a broad overview
of the operations and financials of Subsidiaries and
Associates of your Company:
Britannia Dairy Private Limited (BDPL)
The Dairy business of your Company was
favourably impacted by moderate inflation in
milk price during the year and the business grew
profitably by focusing on value added products and
ensuring higher realization. The business registered
a turnover of ` 329.48 crores compared to ` 299.32
crores in the previous year, a growth of 10.1% and
achieved a Net Profit of ` 29.47 crores compared
to ` 10.67crores in the previous year, a growth of
176.2%.
Daily Bread Gourmet Foods (India) Private Limited
(Daily Bread)
Daily Bread is a manufacturer of premium gourmet
bakery products, including specialty breads, cakes,
pastries and cookies. Its operations are largely
confined to Bangalore. The turnover (net sale of
products) of Daily Bread was ` 15.75 crores during
the year, compared with ` 19.94 crores in the
previous year. Loss for the year was ` 3.50 crores
compared to ` 3.30 crores in the previous year.
Strategic Food International Co. LLC, Dubai (SFIC)
SFIC sales increased by 22.9% at AED 19.86 crores
(` 330.65 crores) compared with AED 16.16 crores
(` 265.71 crores) for the previous year. SFIC posted
a net profit of AED 1.94 crores (` 32.34 crores) as
EPS
3.DIVIDEND
The Board of Directors are pleased to recommend
a dividend of 800% on the paid up equity share
capital of the Company, which amounts to ` 16/per share, for consideration and approval by the
Members at the Annual General Meeting. The
total payout amounts to ` 230.94 crores including
dividend distribution tax of ` 39.06 crores.
4.
CONSOLIDATED FINANCIAL RESULTS
Your Company has prepared Consolidated Financial
Statements in accordance with Accounting
Standard 21 - “Consolidated Financial Statements”,
prescribed under Section 133 of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts)
Rules, 2014. The Consolidated Financial Statements
reflect the results of the Company and those of its
Subsidiaries and Associates. As required by Clause 32
of the Listing Agreement the Audited Consolidated
Financial Statements together with the Independent
Auditor’s Report thereon are annexed and form part
of this Annual Report.
Consolidated Sale of Products of your Company for
the year ended 31 March 2015 was ` 7,944.18 crores
compared with ` 6,945.52 crores in the previous
year, a growth of 14.4%. Consolidated Net Profit for
the year ended 31 March 2015 was `688.64 crores
compared with ` 395.35 crores in the previous year,
a growth of 74.2%.
Year ended
31 March 15
Sale of Products
7,944.18
Other Operating Revenues
83.33
Other income
87.96
(PBT before other income
719.43
and finance costs)
Profit Before Tax
949.59
Net Profit
688.64
Particulars
` in crores
Year ended
31 March 14
6,945.52
83.39
33.59
544.02
569.32
395.35
3
compared to AED 0.29 crores (` 4.74 crores) in the
previous year. Continued focus on product mix,
productivity improvement and cost efficiencies
helped to drive a profitable growth.
Al Sallan Food Industries Co. SAOC (ASFI)
ASFI sales are primarily to SFIC and for the year
ended 31 March 2015 closed at RO 1.02 crores
(` 162.20 crores) as compared to RO 0.86 crores
(` 135.30 crores) for the previous year. It posted a
net profit of RO 0.20 lakhs (` 0.32 crores) against a
loss of RO 2.13 lakhs (` 3.34 crores) in the previous
year.
` in crores
Name of Subsidiary
Revenue
from
Operations /
Net Sales
Net Profit
Britannia and Associates (Mauritius) Private
Limited, Mauritius (BAMPL)
International Bakery
Products Limited
25.94
(0.82)
BAMPL, a Company formed in Mauritius is a
wholly-owned subsidiary of your Company, is
the holding Company of Britannia and Associates
(Dubai) Private Company Limited, a Jebel Ali
Free Zone Offshore Company, which in turn holds
investments in Strategic Food International Co.
LLC, Dubai, Al Sallan Food Industries Co. SAOC,
Oman and Strategic Brands Holding Company
Limited, Dubai, a Jebel Ali Free Zone Offshore
Company.
J B Mangharam
Foods Private
Limited
25.44
0.02
Manna Foods Private
Limited
41.48
1.26
Ganges Vally Foods
Private Limited
20.96
0.10
147.09
0.22
Sunrise Biscuit
Company Private
Limited
The combined revenue and loss of holding
companies for the year ended 31 March 2015 was
USD 0.08 crores (` 5.08 crores) and USD 0.002
crores (` 0.14 crores) compared to USD 0.13 crores
(` 7.69 crores) and profit of USD 0.005 crores
(` 0.30 crores) respectively in the previous year.
Britannia Dairy Holdings Private Limited, Mauritius
(BDH)
BDH, a Company formed in Mauritius is a whollyowned subsidiary of your Company. BDH holds
certain trademarks relating to the Dairy business
of your Company. BDH is not engaged in any
commercial activity.
Investment Companies
Boribunder Finance and Investments Private
Limited (Boribunder), Flora Investments Company
Private Limited (Flora) and Gilt Edge Finance and
Investments Private Limited (Gilt Edge) form the
Investment Subsidiaries of your Company.
Further, pursuant to Section 2(87) of the Companies
Act, 2013, the following Companies engaged in
manufacturing of biscuits at various locations are
also Subsidiaries of your Company. The Revenue
from Operations / Net Sales and Net Profit of the
said Subsidiaries for the year ended 31 March 2015
are as under:
The combined revenue and profit of the Investment
Subsidiaries for the year ended 31 March 2015 was
Nil and ` 0.17 crores respectively.
4
Welfare Companies
Britannia Employees General Welfare Association
Private Limited, Britannia Employees Educational
Welfare Association Private Limited and Britannia
Employees Medical Welfare Association Private
Limited are three of the other Subsidiaries of
your Company. These are Companies limited by
guarantee, with no share capital and have been set
up for general, educational and medical welfare
of the employees of your Company. They are not
engaged in any commercial activity.
Besides the above, there are two other Subsidiary
Companies namely, (i) Vasana Agrex and Herbs
Private Limited and (ii) Snacko Bisc Private
Limited. They are not engaged in any commercial
activity. The financial details of these Companies
are forming part of this Report.
There are two Associate Companies namely,
(i) Klassik Foods Private Limited and (ii) Nalanda
Biscuits Company Limited. The financial details of
these Companies are forming part of this Report.
9.BRANDS
5.RESERVES
Your Company has transferred an amount of ` 62.24
crores to the General Reserve for the Financial Year
ended 31 March 2015.
6.
SHARE CAPITAL
The paid up Equity Share Capital of the Company
as on 31 March 2015 was ` 23.99 crores. There has
been no change in the Equity Share Capital of the
Company during the year.
7.
PUBLIC DEPOSITS
The Company has neither accepted nor renewed
any deposits from public within the meaning of
Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014
during the year.
8. THE BRITANNIA
DELIGHT
PROMISE
TO
SPREAD
Your Company’s oath to deliver a unique and
ecstatic experience to its consumers, by maximizing
on aspiration-worthiness, cost-effectiveness and
quality has continued to be the guiding principle
of operations. Guided by the Britannia Promise, the
Management of your Company constantly assesses
the current state of our products versus the desired
state. The rigour and commitment behind product
innovations which delivered new-to-market
experiences is testimony to the promise being at the
core of our being. This reflects in our performance
in the market place as well. Several opportunities are
in the pipeline and will be rolled out in the coming
year, each delighting consumers and strengthening
our brand credentials.
Your Company recognizes that it is only as good
as the last product it has delivered to consumers.
Keeping this in mind, all employees of your
Company continuously challenge themselves to
ensure that the products that reach consumers are
not only superior to competitors in their design
but they also reach them with consistently high
quality. Consequently, each employee of your
Company maintains market-place-vigilance on
a regular basis and is effectively an independent
market information source reporting back into a
mechanism designed to identify and correct market
place deficiencies quickly and comprehensively.
5
Brands are your Company’s competitive edge
and hence keeping them vibrant and relevant
is paramount. The year 2014-15 saw a slew of
new initiatives - big innovations, renovations,
promotions, activations and advertising which
kept your Company’s brands salient in the Indian
Consumer’s minds.
The year 2014-15 saw subdued consumer
sentiment on account of economic slowdown, but
your Company created excitement with its brand,
in addition to delivering good quality consistently
to achieve its goals. Big strategic shifts were
made to augment its media presence along with
building strong associations in the field of Cricket
and Cinema to touch every Indian’s heart. The
Company also took big strides in the Digital space
by associating with leaders in E-Commerce and by
expanding its own digital footprint to help reach
and connect with the growing base of our digital
savvy consumers.
Your Company’s pillar brands - Good Day,
NutriChoice, MarieGold, 50-50 and Milk Bikis
continued their strong growth through product
superiority, impactful advertising, activations and
by staying price- competitive.
The two biggest strength areas of your Company
- Indulgence and Health saw heightened activity.
The year 2014-15 saw a renewed vigour with
which your Company focused on regaining
thought leadership by bringing “first of its kind”
organoleptically superior offerings into the market.
Good Day Chunkies brought the world’s best cookie
experience to India and NutriChoice Heavens
made Health more delightful. IPL partnerships
and activations, competitive pricing strategy and
new advertising initiatives also made sure that our
brands Good Day and NutriChoice continued their
leadership within their respective categories. The
year also saw the relaunch of the Company’s iconic
Bourbon.
Your Company’s parent brand “Britannia”
strengthened its consumer connect by associating
with big properties like Filmfare and Cricket. These
properties also helped build stature for the Company,
setting it apart from the rest of the competition in
the category.
With the Britannia Promise as the North Star, your
Company feels confident that impactful innovations
and renovations will continue to fuel the Company’s
growth in the years to come.
12. RESEARCH AND DEVELOPMENT (R&D)
10.SUPPLY CHAIN AND MANUFACTURING
OPERATIONS
Your Company has been focusing on developing a
competitive edge in manufacturing by deploying
Cost Efficiency and Operational Excellence
programs across the value chain and is also working
on scaling up some of the existing manufacturing
units.
Your Company increased operating control
on capacity with the successful completion of
Jhagadia Factory expansion and acquisition of
a Contract Manufacturing unit in Chennai. Two
more Greenfield factories are under construction
in Perundurai, Tamil Nadu and Bidadi, near
Bangalore which are scheduled to be commissioned
in Financial Year 2015-16. Your Company has
successfully installed and commissioned a
state-of-the-art biscuit line in Gwalior Factory and
has rolled out NutriChoice Heavens and Good Day
Chunkies (Innovation products) in the market. All
these have helped in creating the right capacity and
capability with superior technology to meet the
growing demand and rising consumer expectation.
Your Company’s Research and Development
(R&D) team continues to play a very vital role in
your Company’s goal to deliver profitable growth
by developing superior organoleptic products,
while keeping the focus on value engineering of
the product and packaging. This year was marked
with various new launches and restage of two pillar
brands - Tiger Glucose and Bourbon biscuits. The
R&D team developed truly differentiated, highly
indulgent and best tasting “Good Day Chunkies”
with 30% melting chocolate chips and range of
healthier cookies “NutriChoice Heavens” made
with oats, cranberry, almond and banana. The
packaging team delivered differentiated packaging
for these innovations in the market with embossed
cartons for better shelf display and premium appeal.
Your Company has been working in the area
of micronutrient deficiencies in the population
through its micronutrient fortified products. Special
iron and folic acid fortified biscuit was developed
earlier to address the iron deficiency anemia in
children. In partnership with BAIF Development
Research Foundation, these biscuits were fed to
children as a part of nutrition intervention program
in rural Karnataka and a significant reduction in
the prevalence of anemia was observed after the
intervention and these results have been published
in Indian Journal of Pediatrics, March 2015 issue.
You will be pleased to know that your Company
has invested significantly in R&D and strengthened
the teams with recruitment of talented resources
and initiated construction of a new state-of-the-art
R&D centre in Bangalore. These should help your
Company to steer ahead in disruptive innovation
while significantly revamping the existing portfolio.
The APO Planning tool has been further consolidated
with focus on integrating the challenging
demand-supply scenario with optimum inventory
management to better serve the market. In the area
of logistics the focus was on execution effectiveness,
reduction in the distance travelled for products and
optimum space utilization for higher throughput.
11. QUALITY PROGRAMS
Your Company is committed to provide superior
quality and safe products of better nutritional value
to consumers. Your Company continued to work
to enhance delivered product quality by building
superior product design, manufacturing excellence
and structured quality programs. You will be
pleased to know that your Company continued the
quality excellence journey by building capability
for international quality standards, product quality
sustenance programs and focus on driving the
quality culture.
13. INFORMATION TECHNOLOGY (IT)
Three of your factories (Manna Foods Private
Limited, Madurai, J B Mangharam Foods Private
Limited, Gwalior and Britannia Industries Limited,
Jhagadia) were recognized for excellence in quality
by CII and were recipients of National Award for
Food Safety-2014.
6
IT systems are the backbone which support timely
decisions through conversion of data into actionable
information. During 2014-15, your Company started
realizing the benefits of handheld application,
enabling the sales team to plan and expand direct
coverage. Your Company has successfully rolled out
application for capturing outlets covered by Rural
Preferred distributors and also consolidated some of
the finance activities like customer claims / vendor
payments in line with global trends.
In 2015-16, your Company plans to enhance
analytical capabilities by introducing HANA (inmemory computing platform) in areas like sales/
marketing and finance which will support realtime operations, smarter decision making and
deliver better business results. Your Company is
also looking at centralizing / consolidating other
activities in line with global trends, which will
help in increasing flexibility to respond to market
changes.
14. ENVIRONMENT AND SAFETY
Energy conservation and the use of clean fuels
continue to be a priority area for your Company.
A focused Energy Program has been established
with a view to carry out specific initiatives in the
field of Energy Efficiency and Conservation.
Centralization of Oven Controls leading to
substantial savings in energy has been initiated in
the last year and is expected to be completed in all
factories by 2015-16.
Environment, Health and Safety are treated as
core values at your Company. Your Company has
strengthened its workplace systems and practices
as a part of ZERO accident culture through several
accident prevention programs and has introduced
site level performance indicators which include
(Lead, Lag and System related) to promote a positive
and proactive culture at work place. Your Company
focused on continual improvement programs at
units through KAIZEN and Safety improvement
initiatives. Your Company also extended safety
programs at depots covering fire, electrical and
operational safety.
Your Company initiated several activities as part of
employee engagement in safety management which
is detailed below:
(a) Enhancing the awareness on safety practices
at work place through safety week initiatives.
(b) Imparting hands-on training to workmen for
following safe work practices.
(c) Visual display at work place for creating
awareness on hazards and risks.
(d) Mock drills as part of emergency response
system.
(e) Safety inspection program to identify unsafe
conditions and eliminate them.
(f) Near miss reporting and review for capturing
and mitigating potential hazards.
(g) Hazard and risk study at factories to capture
process related hazards and risks associated
with them.
(h) Hazard alert system as part of horizontal
deployment of workplace recommendations
to improve safety systems.
(i) Safety in project management as part of
contractor safety program.
(j) Visitor safety guidelines at factories.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, CSR means Corporate
Sustainable Responsibility and this means
embedding CSR into its business model. With
the enactment of the Companies Act, 2013 and
the Companies (Corporate Social Responsibility
Policy) Rules, 2014, your Company as part of its
CSR initiatives have undertaken projects as per the
CSR Policy and the details of the CSR Activities are
given as Annexure ‘A’ forming part of this Report.
16.PENSION
The proceedings in the suit filed by the Pensioners
Welfare Association (‘the Association’) are in
progress in the Honourable City Civil and Sessions
Court, Bangalore.
Related matters have been dealt within
Note No. 33 of the Financial Statements, which are
self-explanatory.
17. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of energy conservation, technology
absorption, foreign exchange earnings and outgoing
in accordance with the provisions of Section 134 (3)
(m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014 are given as
Annexure ‘B’ forming part of this Report.
18. CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing
Agreement a separate Report on Corporate
Governance along with the Auditor’s Certificate
on its compliance is forming part of this Annual
Report.
19.
DIRECTORS
AND
KEY
MANAGERIAL
PERSONNEL
The Board of Directors of your Company had
appointed Mrs. Ranjana Kumar as an Additional
Director of the Company with effect from 8 July
2014, in terms of Section 161 of the Companies Act,
2013 and Article 94 of the Articles of Association
of the Company. Further the Members at the
95th Annual General Meeting held on 12 August 2014
had approved appointment of Mrs. Ranjana Kumar
as Director of the Company.
7
The Members of the Company at the 95th Annual
General Meeting held on 12 August 2014 had
approved appointment of Dr. Ajai Puri, Mr. Keki
Dadiseth, Mr. Avijit Deb, Mr. Nimesh N Kampani,
Mr. S S Kelkar, Mr. Nasser Munjee, Dr. Vijay L Kelkar
and Mrs. Ranjana Kumar as Independent Directors
of the Company to hold office for five consecutive
years with effect from the date of the Annual
General Meeting held on 12 August 2014 upto
11 August 2019 with an option to retire from the
office at any time during the term of appointment.
The Company issued letter of appointment to all
the Independent Directors as per Schedule IV to the
Companies Act, 2013. Further, no Director resigned
from the Company during the year under review.
In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Ness N Wadia,
Director, retiring by rotation at the ensuing Annual
General Meeting, is eligible for re-appointment.
Mr. Vivek P Raizada, Company Secretary (CS)
and Key Managerial Personnel (KMP) ceased to
be CS & KMP of the Company with effect from
the close of business hours on 10 October 2014.
Mr. Rajesh Arora was appointed as Company
Secretary (CS) and Key Managerial Personnel
(KMP) of the Company with effect from 3 February
2015.
Mr. Vinod Krishna Menon, Chief Financial Officer
(CFO) and Key Managerial Personnel (KMP) ceased
to be CFO & KMP of the Company with effect
from the close of business hours on 17 November
2014. Mr. Amlan Datta Majumdar was appointed as
Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company with effect from
12 March 2015.
20. DIRECTORS’ RESPONSIBILITY
Pursuant to Section 134 (5) of the Companies Act,
2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed;
(b) They have selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company as on
31 March 2015 and of the profit of the
Company for the year;
(c) They have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions
of this Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;
(d) The Annual Accounts are prepared on a going
concern basis;
(e) They have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and are operating effectively;
(f) They have devised proper systems to
ensure compliance with the provisions of
all applicable laws and these systems are
adequate and operating effectively.
Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, work performed
by the internal, statutory, cost and secretarial
auditors and external consultant(s) and the reviews
performed by Management and the relevant Board
Committees, including the Audit Committee, the
Board is of the opinion that the Company’s internal
financial controls were adequate and operationally
effective during the Financial Year 2014-15.
21. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a
declaration under sub-section (7) of Section 149 of
the Companies Act, 2013 that they meet the criteria
of independence as laid down under Section 149 (6)
of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
22. BOARD MEETINGS
A calendar of meetings is prepared and circulated in
advance to the Directors. The details of the Board
Meetings held during the year are covered in the
Clause No. 2 of the Corporate Governance Report.
23. BOARD EVALUATION
Pursuant to the provisions of the Companies Act,
2013 and Clause 49 of the Listing Agreement,
the Board has carried out an annual performance
evaluation of its own performance and that of
its statutory committees viz., Audit Committee,
Stakeholder Relationship Committee, Nomination
and Remuneration Committee and Corporate Social
Responsibility Committee and that of the individual
Directors. The manner in which the evaluation has
been carried out is covered in the Clause No. 3(b)
of the Corporate Governance Report.
8
24. REMUNERATION POLICY
28. PARTICULARS OF EMPLOYEES
The details of the Remuneration Policy are covered
in the Clause No. 3(b) of the Corporate Governance
Report. It is hereby affirmed that the Remuneration
paid is as per the Remuneration Policy of the
Company.
25. AUDIT COMMITTEE
The Board has constituted the Audit Committee.
The composition, powers, role and terms of
reference of the Committee are in accordance with
the requirements mandated under Section 177 of the
Companies Act, 2013 and Clause 49 of the Listing
Agreement. The details of the Audit Committee
along with Meetings held during the year are
covered in the Clause No. 3(a) of the Corporate
Governance Report.
29. EMPLOYEE STOCK OPTION SCHEME (ESOS)
26. RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing
with Related Party Transactions. The Policy
is disclosed on the website of the Company.
weblink:
http://britannia.co.in/pdfs/statutory_
disclosures/Britannia%20Industries%20
Limited-Policy%20On%20Related%20Party%20
Transactions.pdf. All transactions entered into with
Related Parties as defined under the Companies Act,
2013 and Clause 49 of the Listing Agreement during
the year were in the ordinary course of business
and on an arms length basis and do not attract
the provisions of Section 188 of the Companies
Act, 2013. However, pursuant to the provisions of
Clause 49 of the Listing Agreement, prior approval
of the Audit Committee was sought for entering
into the Related Party Transactions.
OF
INTERNAL
The information pursuant to the provisions of
Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014, erstwhile
Securities and Exchange Board of India (Employees
Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 and as per Section 62(1)
(b) of the Companies Act, 2013 read with Rule 12(9)
of the Companies (Share Capital and Debentures)
Rules, 2014 is given as Annexure ‘C’ forming part of
this Report.
30. COST AUDIT
During the year, the Company had not entered
into any contract/ arrangement /transactions with
Related Parties which could be considered as
material, as defined under the Listing Agreement.
In accordance with Accounting Standard 18, the
Related Party Transactions are disclosed under Note
No. 44 of the Standalone Financial Statements.
27.ADEQUACY
CONTROLS
The information as per Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part
of this Report. However, as per the provisions of
Section 136 of the Companies Act, 2013, the report
and accounts are being sent to the Members and
others entitled thereto, excluding the information
on employees’ particulars which is available for
inspection by the Members at the Registered
Office of the Company during business hours on
working days of the Company up to the date of the
ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member
may write to the Company Secretary in this regard.
FINANCIAL
The details about the adequacy of Internal Financial
Controls are covered in the Clause (H) of the
Management Discussion and Analysis Report.
9
The Order dated 24 January 2012 issued by the
Ministry of Corporate Affairs (MCA) – Cost Audit
Branch, Government of India, mandated Cost
Audit being applicable to your Company as it
manufactures packaged food products falling within
Chapter 19 of the Central Excise Tariff Act, 1985.
The Company was accordingly required to get its
cost accounting records audited by a Cost Auditor.
As per Section 148 and other applicable provisions
of the Companies Act, 2013, the Board of Directors
based on the recommendation of the Audit
Committee had appointed M/s. N I Mehta & Co.,
Cost Accountants, as Cost Auditors to carry out the
audit of the Cost Records of the Company for the
Financial Year 2014-15.
Later the MCA had notified the Companies (Cost
records and Audit) Rules, 2014 and Companies
(Cost records and Audit) Amendment Rules, 2014
specifying the Industry/Sector/Product/Service for
maintaining and auditing of Cost Records.
As the above Rules were not applicable to your
Company, the audit of the Cost Records was not
carried out for the Financial Year 2014-15 and the
Board of Directors have decided not to appoint Cost
Auditor for Financial Year 2015-16.
31. STATUTORY AUDITORS
The Members at the 95th Annual General Meeting
held on 12 August 2014 had appointed M/s. B S R
& Co. LLP., Chartered Accountants, as the Statutory
Auditors of the Company pursuant to the provisions
of Section 139, 142 and other applicable provisions,
if any, of the Companies Act, 2013 to hold office
from the conclusion of that Annual General
Meeting till the conclusion of the 5th consecutive
Annual General Meeting, subject to ratification by
the Members at every Annual General Meeting,
at a remuneration to be decided by the Board
of Directors in consultation with the Auditors
plus applicable service tax and reimbursement of
travelling and out of pocket expenses incurred by
them for the purpose of audit.
Accordingly, the Board recommends to the Members
of the Company for ratification of the appointment
of M/s. B S R & Co. LLP., Chartered Accountants as
the Statutory Auditors of the Company.
In this regard, M/s. B S R & Co., LLP., Chartered
Accountants have submitted their written consent
that they are eligible and qualified to be re-appointed
as Statutory Auditors of the Company in terms of
Section 139 of the Companies Act, 2013 and also
satisfy the criteria provided in Section 141 of the
Companies Act, 2013.
32. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had
appointed M/s. Parikh & Associates, a firm of
Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the Financial
Year 2014-15. The Secretarial Audit Report is given
as Annexure ‘D’ forming part of this Report.
33. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
The particulars of Loans, Guarantees and
Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the
Note No. 29, 30 and 31 of the Standalone Financial
Statements.
34. RISK MANAGEMENT POLICY
The Company has formulated a Risk Assessment
& Management Policy. The details of the same are
covered in the Clause No. 5(d) of the Corporate
Governance Report.
35. SIGNIFICANT & MATERIAL ORDERS PASSED
BY THE REGULATORS
There were no significant and material orders passed
by the Regulators or Courts or Tribunals during the
year impacting the going concern status and the
Company’s operations in future.
36.
WHISTLE
BLOWER
POLICY/
VIGIL
MECHANISM
The details of the Whistle Blower Policy is covered
in the Clause No.5 (c) of the Corporate Governance
Report. The Whistle Blower Policy is available on the
website of the Company. weblink: http://britannia.
co.in/pdfs/statutory_disclosures/WHISTLE%20
BLOWER%20POLICY.pdf.
37.PARTICULARS OF REMUNERATION OF
DIRECTORS, KMP’s AND EMPLOYEES
A statement containing the details of the
Remuneration of Directors, KMP’s and Employees
as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given as Annexure ‘E’
forming part of this Report.
38. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of
the Companies Act, 2013, an extract of the Annual
Return in Form MGT-9 is given as Annexure ‘F’
forming part of this Report.
39. DISCLOSURE ON SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
The Company has set up an Internal Complaints
Committee for providing a redressal mechanism
pertaining to sexual harassment of women
employees at workplace. There was no case of
sexual harassment reported during the year under
review.
40.ACKNOWLEDGEMENTS
Your Directors would like to thank all stakeholders,
namely, customers, shareholders, dealers, suppliers,
bankers, employees and all other business associates
for the continuous support given by them to the
Company and its Management.
On behalf of the Board
Place: Mumbai
Date : 21 May 2015
10
Nusli N Wadia
Chairman
ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT
CORPORATE SOCIAL RESPONSIBILITY POLICY
(Approved by the Board of Directors on 3 February 2015)
Introduction
III. ROLE OF CSR COMMITTEE
As per the Companies Act, 2013, all companies having
net worth of ` 500 crores or more or turnover of ` 1,000
crores or more or a net profit of ` 5 crores or more
during any Financial Year will be required to constitute a
Corporate Social Responsibility (CSR) Committee of the
Board of Directors comprising three or more Directors, at
least one of whom shall be an Independent Director.
The CSR Committee will play the following role in
fulfilling the Company’s CSR objectives:
•
Recommendation of the Project/Programme
to be undertaken within the long term vision
and strategy of the Company in respect of
CSR activities, amount of expenditure to
be incurred, type of activities, roles and
responsibilities of various stakeholders etc.,
•
Formulation of a monitoring mechanism for
ensuring implementation of the Projects/
Programmes undertaken or the end use of the
amount spent by it towards CSR activities.
The contribution will be made for any activities
undertaken within India. The Committee will give
preference to the local area and areas around it where
it operates in spending the amount earmarked for
CSR activities.
Surplus arising out of the CSR activities will be
utilized for the benefit of the community.
IV.
ROLE OF BOARD OF DIRECTORS
The role of the Board with respect to CSR is as
under:
•
Review the recommendations in respect of
annual budget for CSR;
•
Disclose contents of the Policy in the
Company’s report/website; and
•
Ensure that the Company spends in every
Financial Year, at least two percent of the
average net profits made during the three
immediately preceding Financial Years of the
Company on CSR activities.
V.
DISBURSEMENT OF CSR AMOUNT
The Company may undertake CSR activities, on
its own or by pooling the resources into Britannia
Nutrition Foundation (“BNF”) or Sir Ness Wadia
Foundation or other Not-for-Profit Organisations
(NGO’s) or a combination thereof.
The CSR Committee will decide on the budget
allocation for CSR Projects and Programmes and
the installments for disbursement of amount.
Aligning with the guidelines of the Section 135 of the
Companies Act, 2013 and the Rules framed there under,
we have constituted a Committee, which is responsible
for formulating and monitoring the CSR Policy of the
Company. The Committee has adopted a Policy that
intends to:
•
Recommendation of the Project/Programme to be
undertaken within the long term vision and strategy
of the Company in respect of CSR activities, amount
of expenditure to be incurred, type of activities,
roles and responsibilities of various stakeholders,
etc.,
•
Formulation of a monitoring mechanism for
ensuring implementation of the Projects/
Programmes undertaken or the end use of the
amount spent by it towards CSR activities.
THE CSR POLICY
BACKGROUND
Corporate Social Responsibility (CSR) embodies
the various initiatives and programs of Britannia
Industries Limited (“Company”) in the communities
and environment in which the Company operates.
It represents the continuing commitment and actions of
the Company to contribute towards economic and social
development and growth.
I.
OBJECTIVE
The CSR Policy of the Company has been
formulated and adopted in terms of Section 135
of the Companies Act, 2013 and the Rules made
thereunder. The Company will undertake CSR
activities specified in Schedule VII to the Companies
Act, 2013.
II.
CONSTITUTION OF CSR COMMITTEE
The Board of Directors of the Company has
constituted a CSR Committee of Directors
comprising of four Directors with three being
Independent Directors.
11
VI. PARTNERING ORGANISATIONS
IX. VOLUNTEERING
The Company will encourage and enable employees
and other stakeholders to participate in the projects
supported by it through Employee Volunteering
Programmes (EVP).
The Company will recognize the efforts put in
by employees in CSR activities through annual
appraisal system. The Head HR will play a specific
role in building capacities, skills and talents under
the concept of the Company’s broader vision on
CSR.
X.
SELF ASSESSMENT
The Company will introduce mechanism for selfassessment of CSR activities pursued by it and strive
to improve existing policy and systems. It will also
undertake impact assessment of the development
Projects on the target group.
While undertaking any Project or Program with
other partnering organizations, the Company will
undertake due diligence to evaluate the NGO’s
reputation, track record, capacity and competency,
including organization structure, requisite permits
and licenses, presence in desired geography and
compatibility with the Group CSR Policy.
VII. PROCESS FOR UNDERTAKING CSR ACTIVITIES
/ PROJECTS THROUGH PARTNERING NGO’s
The following procedure will be adhered to while
undertaking/funding CSR activities/Projects through
NGO’s:
•
Presentation of Project/Program details.
•
Execution of Memorandum of Understanding
(MoU) with the Partnering NGO’s, which will
detail the key roles and responsibilities of each
of the parties for a specified Project or Projects
identified by the Wadia Group/Company.
•
•
Scheduling of disbursements of funds relating
to the program and monitoring system in
accordance with pre-agreed milestones with
partners.
The CSR Committee will report to the Board of
Britannia Industries Limited from time to time the
status of the CSR projects/activities undertaken by
it along with the report on the impact created by
such projects/activities.
The Company would upload this Policy on its
website: www.britannia.co.in. A detailed status
report on the CSR activities carried out by Britannia
Industries Limited will be disclosed every year as
part of the Directors’ Report in the Annual Report.
The said information will also be uploaded on the
website of the Company.
The CSR activities of the Company should be
visible through newsletters, websites, press releases
and Directors’ Annual Report (as an integral part
of business) articulated on major occasions and
employee/shareholder/dealer meetings.
The Committee whilst making any
contribution will specify the activities for
which it is made and the amount for the same.
VIII. MONITORING
XI. DISSEMINATION OF INFORMATION
CSR Committee will institute a transparent
monitoring mechanism for implementation of
CSR Projects or programmes undertaken by the
Company or through NGO’s.
12
Annual Report on Corporate Social Responsibility (CSR) Activities
1.
A brief outline of the Company’s CSR Policy, including overview of Projects or Programs proposed to be
undertaken and a reference to the weblink to the CSR Policy and Projects or Programs:
For your Company, CSR means Corporate Sustainable Responsibility and this means embedding CSR into its
business model. The CSR activities and programs are initiated towards the communities and environment in
which the Company operates. It represents the continuing commitment and actions of the Company towards
socio-economic development.
The Company understands the need for promoting health, growth and development of children from lower socioeconomic sections of society and has taken up various activities to promote health, growth and development of
children and has also contributed towards restoration of hospitals for children as part of its CSR Programs during
the Financial Year 2014-15.
The CSR Policy of the Company is disclosed on the website of the Company. weblink:http://britannia.co.in/pdfs/
statutory_disclosures/Britannia%20Industries%20Limited-%20CSR%20Policy.pdf.
2.
Composition of the CSR Committee: CSR Committee comprises of the following Directors:
I.
Mr. Keki Dadiseth – Member
II. Dr. Ajai Puri
– Member
III. Mr. S S Kelkar – Member
IV. Mr. Ness N Wadia
– Member
3.
Average net profit of the Company for last three Financial Years: ` 367.43 crores
4.
Prescribed CSR Expenditure (two percent of the amount as in item 3 above) : ` 7.35 crores
5.
Details of CSR spent during the Financial Year:
a.
Total amount to be spent for the Financial Year : ` 7.35 crores
b.
Amount unspent, if any : Nil
c.
Manner in which the amount spent during the Financial Year is detailed below: ` in crores
(1)
S.
No
(2)
CSR Project or
activity
identified
1
Preservation of
heritage building
of Bai Jerbai
wadia Hospital
for Children
(BJWHC)
Promoting health
care, growth and
development of
children from
lower socioeconomic section
of the society
through BNF
2
(3)
Sector in
which the
Project is
covered
(4)
Projects or
Programs
(1) Local area
or other
(2) State or
district where
Projects or
Programs was
undertaken
Promoting
State:
preventative Maharashtra
health care District:
Mumbai
(5)
Amount
outlay
(budget)
Project
or
Program
wise
(6)
Amount
spent on the
Projects or
Programs
(1) Direct
exp
(2) Overheads
(7)
Cumulative
expenditure
upto to the
reporting
period
(8)
Amount
spent: Direct
or through
implementing
agency
` 6.84
` 6.84
` 6.84
Direct
Health care
` 0.51
` 0.51
` 0.51
Direct
Rural Areas
of Shimoga,
Karnataka,
Delhi and
Mumbai
13
i.
Bai Jerbai Wadia Hospital for Children (BJWHC)
Established in the year 1929, BJWHC, is a 242 bedded pediatric hospital meant exclusively for providing free or
subsidized comprehensive health care for children in need of medical care and treatment across India.
Taking forward the vision of BJWHC of providing state-of-the-art comprehensive health care services which are
affordable and convenient to children from lower socio-economic sections of society, the hospital proposes two
Projects.
It is expected that, proposed Projects will increase accessibility and affordability of basic and specialized medical
services among vulnerable children across India.
•
BJWHC has been awarded “Best Hospital in Paediatric Care” by the CIMS Healthcare Excellence Awards
held on 19 July 2014 at The Lalit Hotel, Mumbai.
•
BJWHC has been awarded “Best Single Specialty Hospital” by the South Asia E-Health Summit Awards
2014 held on 10 December 2014 at Delhi.
•
BJWHC has been awarded “Best Hospital of the Year (Western India)” by the Worldwide Achievers
Healthcare Awards held on 21 January 2015 at Delhi.
•
Currently, BJWHC hosts the largest Neonatal ICU in India with 110 beds.
ii.
Britannia Nutrition Foundation (BNF)
BNF was set up with the belief that every child in India has the right to growth and development through good
food - every day. The Foundation disseminates scientific knowledge in the area of nutrition, builds awareness
of the massive malnutrition challenge and its solutions and creates a platform for multi-sectoral dialogue and
informed action.
The study conducted by the Foundation: Effect of Supplementation with Iron Fortified Biscuits on the
Haemoglobin Status of Children in Rural Areas of Shimoga, Karnataka has now been published in the prestigious,
peer reviewed medical journal called The Indian Journal of Pediatrics in February 2015.
In 2013, BNF was selected as the ‘nutrition partner’ in a first-of-its-kind project in India, under a Municipal
Corporation’s (East Delhi Municipal Corporation (EDMC)) jurisdiction. Through this program BNF assessed the
health and nutritional status, including height, weight and haemoglobin of 50,000 children. The program was
successfully completed in 2014 and the records of the Health Checks conducted have since been digitized and
handed over to EDMC to be made a part of their school records.
The Foundation had partnered with AIIMS (All India Institute of Medical Sciences, Delhi) to do a field study
on the efficacy of Nutrition intervention through fortified food to “at-risk child populations”. The study yielded
positive results, in that an increase of Haemoglobin to the tune of 1g/ DL in a period of apprx. 90 days, was
observed among the study population.
The strong recommendation made by AIIMS, included in the study report was that ‘Iron fortification using
biscuits as a vehicle is an effective strategy to address Iron Deficiency Anaemia among school age study children
in India’.
BNF also continues to work with Wadia Hospital in Mumbai to supplement the daily diets of all IPD (In-Patient
Department) children with Tiger Glucose biscuits.
6.
The CSR committee confirms that the implementation and monitoring of CSR Policy is in compliance with
CSR objectives and Policy of the Company.
Sd/-
Mr. Varun Berry
Managing Director
Sd/Mr. Keki Dadiseth
Chairman of the Meeting
14
ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT
The information under Section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 and forming part of Directors’
Report for the year ended 31 March 2015.
A.
For the year ended
(1) Some of the energy conservation measures
undertaken during 2014-15 are:
(i)
(ii)
(ii) Fuel combustion efficiency improved by
installing better efficiency and right sized
burners in baking ovens.
(iii) Air pre-heaters installed for recovering waste
heat of flue gases in baking ovens.
(iv) Variable frequency drives installed in baking
to reduce the power consumption.
Your Company has already implemented the
initiatives stated above and will extend and expand
them wherever applicable. Additional investment
of ` 20 crores has been planned for 2015-16 in
various projects related to further savings in energy
consumption and use of alternate fuels.
(a)
31 March 31 March
2015
2014
Purchased (gwh)
19.79
19.26
Total amount
(` crores)
12.30
12.10
6.22
6.28
Rate/Unit
(`/ kwh) #
(1gwh = 1,000,000
kwh)
(b)
Own generation
(i)
Through diesel
generator (gwh)
1.95
NIL
NIL
Unit per litre of fuel
oil / gas
NIL
NIL
Cost / Unit (` / KL)
NIL
NIL
83,784
83,084
Total Cost (` crores)
41.60
45.37
Rate / Unit (` /
Billion cal)
4,965
5,461
Biscuits & Cakes
(MT)
169,496
155,153
Electricity (kwh/
MT)^
128
134
Baking Fuel (Billion
cal / MT)^
0.49
0.54
Bakery products
Disclosure of particulars with respect to conservation
of energy:
ELECTRICITY
Units (KL)
Through steam
turbine / Generator
Consumption per
unit of Production
Inspite of a significant increase in fuel and energy
costs, the impact of these on product cost have
been marginal as both electricity and baking fuel
consumptions were reduced.
For the year ended
16.89
Quantity (Billion
cal)
(3) Impact of measures at (1) and (2) above:
17.16
(iii) Others / Internal
generation
(Baking Fuel
Consumption)*
(2) Additional investments and proposals, if any, being
implemented for reducing energy consumption:
3.22
Cost / Unit
(` / kwh) (1gwh =
1,000,000 kwh)
Improved insulation has helped in reducing
the heat requirement of ovens for baking.
3.20
Unit per litre of
diesel oil (kwh /
Litre)
CONSERVATION OF ENERGY
31 March 31 March
2015
2014
*
Different baking fuels like furnace oil, piped
natural gas, coal gas, HSD and Biomass are used at
factories.
# Reduction in the price of purchased power is due
to electricity duty benefit at Khurda unit. The
increase in cost per unit of own generation of
power is due to the increase in price of HSD.
^ Consumption of energy (power and baking fuel)
per ton of biscuit produced has reduced due to
structured energy program taken up by your
Company and improving operational efficiencies
in the factories.
1.49
15
Technology absorption, adaptation and innovation
growth, and above all build a very strong pipeline of
innovation and organoleptically superior products.
(a) Efforts in brief made towards absorption,
adaptation and innovation:
3.
Future plan of action:
Various actions were initiated for upgradation of
technology and automation in specific areas:
(i) Using renewable fuels (biomass) as a baking
fuel through the gassifier technology has
helped in reducing cost of baking fuel.
(ii) Centralization of oven control by installing
PLC, VFD’s and pressure transducers on ovens
has helped with lesser manual interventions
as well as trending of critical parameters for
better quality.
Your Company’s R&D function will continue
to focus on consumer insight based unique,
differentiated yet relevant organoleptic superior
innovations, renovation of the portfolio for better
value and organoleptics, science based healthier
products and claim validation, product portfolio
for the new product categories & adjacencies for
the launch in coming years leading to sustainable
profitable share growth for your Company.
4.
Expenditure on R&D:
(b) Benefits derived as a result of the above:
` in crores
The above initiatives resulted in improved
productivity, better energy utilization and reduced
energy cost and enhanced process and product
quality.
Particulars
Capital
(c) Details of imported technology:
31 March 15
Your Company is in the process of importing
technology to make unique products which will
bring out an organoleptically superior range of
biscuits. This will help in improving consumer
experience at optimum cost.
0.89
Recurring
15.81
Total
16.70
Total R&D expenditure as a % of
turnover
0.23%
B.
TECHNOLOGY ABSORPTION
C.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Research and Development (R&D):
Activities relating to exports:
Details of efforts made in technology absorption are
as follows:
(i) The Company actively pursued and secured
new export markets for its core products.
1.
Core areas of Research by the Company:
(ii) Total foreign exchange used and earned:
Your Company’s R&D function continues to focus
on development of organoleptic superior product
innovations, renovation of the current portfolio for
superior product experience, value engineering,
new claims development and validation for healthier
product range, building analytical excellence and
regulatory compliance for the portfolio.
` in crores
Particulars
2. Benefits delivered as a result of above R&D
initiatives :
Core research areas will enable your Company to
innovate ahead of the market and competition,
renovate the products for superior value and
organoleptic experience, cost reduction while
delivering the same experience for profitable
31 March 15
Foreign exchange used *
88.80
Foreign exchange earned
127.30
* Foreign exchange used predominantly for
dividend and import of raw materials.
On behalf of the Board
Place: Mumbai
Date : 21 May 2015
16
Nusli N Wadia
Chairman
ANNEXURE ‘C’ TO THE DIRECTORS’ REPORT
Disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014, erstwhile Securities and Exchange Board of India (Employees Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and as per Section 62(1)(b) of the Companies Act, 2013 read with Rule
12(9) of the Companies (Share Capital and Debentures) Rules, 2014 forming part of Directors’ Report for the year
ended 31 March 2015.
Particulars
(a) Options granted
No. of Options
Financial Year: 2008-09
75,000*
75,000*
1,00,000*
1,25,000
1,00,000
NIL
50,000
Total 5,25,000
(b) The pricing formula
*
Adjusted number of options consequent upon subdivision of the equity shares on and from 9 September
2010.
The exercise price was determined in accordance with
the pricing formula approved by the Members i.e. at
the latest available closing market price on the stock
exchange, prior to the date of the meeting of the Board of
Directors or Nomination and Remuneration Committee
in which options were granted.
Accordingly the options were granted at an exercise price
of ` 1,125.30, ` 1,698.15, ` 1,668.55, ` 391.75, ` 528.75
and ` 870.35 being the closing market price prior to the
date of the meeting of the Board for grant, i.e. 28 October
2008, 26 May 2009, 26 May 2010, 26 May 2011, 25 May
2012 and 23 May 2014 respectively for the grants made
on 29 October 2008, 27 May 2009, 27 May 2010, 27 May
2011, 28 May 2012 and 26 May 2014.
The prices relating to the options granted on 29 October
2008 and 27 May 2009 were adjusted downwards by
` 170, being the face value of bonus debenture, issued
as per Scheme of Arrangement approved by Honourable
High Court of Calcutta by its order dated 11 February
2010.
Consequent upon the sub-division of equity shares on
and from 9 September 2010, the exercise prices were
further adjusted as under:
Date of Grant
Adjusted Exercise Price (`/share)
29 October 2008
191.06
27 May 2009
305.63
27 May 2010
333.71
17
Particulars
(c) Options vested (as at 31 March 2015)
Nil.
Options vest 1 year after date of grant of options.
The first lot of 75,000 options which were granted on
29 October 2008 vested on 29 October 2009, the second
lot of 75,000 options which were granted on 27 May
2009 vested on 27 May 2010, the third lot of 100,000
options which were granted on 27 May 2010 vested on
27 May 2011, the fourth lot of 125,000 options which
were granted on 27 May 2011 vested on 27 May 2012,
the fifth lot of 100,000 options which were granted on
28 May 2012 vested on 28 May 2013 and the sixth lot
of 50,000 options which were granted on 26 May 2014
are due for vesting in the current Financial Year (i.e. on
26 May 2015).
(f)
(g)
(h)
(i)
(j)
There were no vested options outstanding to be exercised
as at 31 March 2015.
Options exercised (as at 31 March 2015)
4,75,000 Options.
The total number of shares arising as a result of 4,75,000 Equity Shares.
exercise of option
Options lapsed
Nil.
Variation of terms of options
Not Applicable.
Money realized by exercise of options till date.
` 17,24,66,500/Total number of options in force
50,000 options
Employee wise details of options granted to:
(i)
(ii) Any other employee who receives a grant in Not Applicable.
any one year of option amounting to 5% or
more of option granted during that year.
(d)
(e)
Key Managerial Personnel/Senior Managerial 50,000 Options granted to the Managing Director,
Personnel.
Mr. Varun Berry.
(iii)Identified employees who were granted Not Applicable.
option, during any one year, equal to or
exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the
Company at the time of grant.
(k) Diluted Earnings Per Share (EPS) pursuant to ` 51.89/issue of shares on exercise of option calculated in
accordance with Accounting Standard 20 (AS 20) “Earnings Per Share”.
18
Particulars
(l) Employee Compensation Cost
(i)
Method
of
calculating
Compensation Cost.
Employee The Company has calculated the Employee Compensation
Cost using the intrinsic value method of accounting for
the Options granted under the Scheme.
(ii)
Difference
between
the
Employee ` 0.88 crores
Compensation Cost so computed at (i) above
and the Employee Compensation Cost that
shall have been recognised if it had used the
fair value of the Options.
(iii) The impact of this difference on the profits Had the Company considered ‘fair value’ method then
the additional Employee Compensation Cost would be
and on EPS of the Company.
` 0.88 crores. The profit before tax and EPS would be
lower by ` 0.88 crores and ` 0.07 respectively.
(m) Weighted-average exercise price and weighted- Weighted average Exercise Price for the options granted
average fair values of options shall be disclosed during the year: ` 870.35.
separately for options whose exercise price either
Weighted average Fair Value of Option: ` 206.18 per
equals or exceeds or is less than the market price of
option.
the stock. [Also refer point (b)]
(n) Description of method and significant assumptions Black-Scholes Model.
used during the year to estimate the fair values of
options:
i)
Risk – free interest rate
ii) Expected life of options
3 years
iii) Expected volatility
22.56%
iv) Expected dividends
800% of face value of share
v)
8.57%
Market price (latest available closing price ` 870.35 being the closing market price prior to the date
prior to the date of the meeting of the Board of the meeting of the Board for grant, i.e. 23 May 2014.
for grant)
19
Auditor’s Certificate
To the Board of Directors of Britannia Industries Limited
We have examined the records and documents maintained by Britannia Industries Limited (‘the Company’) and based
on the information and explanations given to us and to the best of our knowledge and belief, we confirm that the
Britannia Industries Limited Employee Stock Option Scheme (ESOS) approved by the Company at its Annual General
Meeting held on 28 July 2008, duly amended by the special resolutions passed by the Company at its Annual General
Meeting held on 9 August 2010 and 6 August 2011, have been implemented in accordance with the provisions of
the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines 1999 as amended up to Circular No. CIR/CFD/POLICYCELL/14/2013 dated 29 November 2013, Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in accordance with the terms of
the aforesaid resolutions passed by the Company.
The certificate is issued on the request of the Management of the Company and is solely for the purpose of compliance
with aforesaid SEBI Guidelines. This certificate is not intended to be and should not be used for any other purpose.
for B S R & Co. LLP
Firm registration number: 101248W/W-100022
Sunil Gaggar
Partner
Membership number: 104315
Place: Bangalore Date :21 May 2015 20
ANNEXURE ‘D’ TO THE DIRECTORS’ REPORT
FORM No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
Britannia Industries Limited
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to
good corporate practices by Britannia Industries Limited
(hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Britannia Industries
Limited’s books, papers, minute books, forms and returns
filed and other records maintained by the Company
and also the information provided by the Company, its
officers, agents and authorised representatives during the
conduct of secretarial audit and the representations made
by the Company, we hereby report that in our opinion,
the Company has, during the audit period covering
the Financial Year ended on 31 March 2015 generally
complied with the statutory provisions listed hereunder
and also that the Company has proper Board processes
and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books,
forms and returns filed and other records made available
to us and maintained by Britannia Industries Limited for
the Financial Year ended on 31 March 2015 according to
the provisions of:
(iv) Foreign Exchange Management Act, 1999 and the
rules and regulations made there under to the extent
of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v)The following Regulations and Guidelines
prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’)
(a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations,
1992;
(c) The Securities and Exchange Board of
India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of
India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme)
Guidelines, 1999; and
(vi) Other laws applicable to the Company as per the
representations made by the Company.
We have also examined compliance with the
applicable clauses of the following:
(i) Secretarial Standards of The Institute of
Company Secretaries of India with respect to
board and general meetings are not in force
as on the date of this report.
(ii) The Listing Agreements entered into by the
Company with BSE Limited and National
Stock Exchange of India Limited.
(i) The Companies Act, 2013 (the Act) and the rules
made there under;
(ii) The Securities Contract (Regulation) Act, 1956
(‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed there under;
21
We further report that
‘Annexure A’ - Integral part of Secretarial Audit Report
The Board of Directors of the Company is duly constituted
with proper balance of Executive Director, Non-Executive
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place
during the period under review were carried out in
compliance with the provisions of the Act.
To,
The Members
Adequate notice was given to all Directors at least seven
days in advance to schedule the Board Meetings. Agenda
and detailed notes on agenda were sent in advance
and a system exists for seeking and obtaining further
information and clarifications on the agenda items before
the meeting and for meaningful participation at the
meeting.
Decisions at the Board Meetings, as represented by the
management, were taken unanimously.
We further report that as represented by the Company
and relied upon by us there are adequate systems and
processes in the Company commensurate with the size
and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and
guidelines.
We further report that during the audit period no events
occurred which had bearing on the Company’s affairs in
pursuance of the above referred laws, rules, regulations,
guidelines etc.
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the
responsibility of the management of the Company.
Our responsibility is to express an opinion on these
secretarial records based on our audit.
2.
3. We have not verified the correctness and
appropriateness of financial records and Books of
Accounts of the Company.
4. Where ever required, we have obtained the
Management representation about the Compliance
of laws, rules and regulations and happening of
events etc.
5.
The Compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards is
the responsibility of management. Our examination
was limited to the verification of procedure on test
basis.
6.
The Secretarial Audit report is neither an assurance
as to the future viability of the Company nor of the
efficacy or effectiveness with which the management
has conducted the affairs of the Company.
For Parikh & Associates
Company Secretaries
Place : Mumbai Date : May 21 2015 Signature
P.N.Parikh
Partner
FCS No: 327
CP No. 1228
This Report is to be read with our letter of even date
which is annexed as ‘Annexure A’ and forms an integral
part of this report.
We have followed the audit practices and process
as were appropriate to obtain reasonable assurance
about the correctness of the contents of the
Secretarial records. The verification was done on
test basis to ensure that correct facts are reflected in
Secretarial records. We believe that the process and
practices, we followed provide a reasonable basis for
our opinion.
For Parikh & Associates
Company Secretaries
Place: Mumbai Date : May 21 2015 22
Signature
P.N.Parikh
Partner
FCS No: 327
CP No. 1228
ANNEXURE ‘E’ TO THE DIRECTORS’ REPORT
DETAILS OF THE REMUNERATION OF DIRECTORS, KMP’S AND EMPLOYEES
[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
i.
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the Financial Year 2014-15, ratio of the remuneration of each Director to the median remuneration of
the employees of the Company for the Financial Year 2014-15 and the comparison of remuneration of each Key
Managerial Personnel (KMP) against the Performance of the Company are as under:
S.
Name of Director/KMP and
No. Designation
Remuneration
of Director/KMP
for Financial
Year 2014-15
(` in crores)
% increase in
Remuneration
in the Financial
Year 2014-15
Ratio of
Remuneration of
each Director
to median
remuneration of
employees
Comparison
of the
Remuneration of
the KMP against
the Performance
of the Company
-
1.
Mr. Nusli N Wadia
Promoter and Non-Executive
Chairman
3.68
22%
105.2
2.
Mr. Varun Berry
Managing Director
4.71
45%
134.7 Profit
Before
Tax
increased
by 62.7% and
Profit
After
Tax
increased
by 68.3% in
Financial
Year
2014-15
3.
Mr. A K Hirjee
Director
0.26
(3)%
7.4
-
4.
Mr. Jeh N Wadia
Director
0.07
(26)%
2.1
-
5.
Mr. Ness N Wadia
Director
0.39
51%
11.1
-
6.
Non-Executive and
Independent Director
0.20
30%
5.8
-
7.
Mr. S S Kelkar
Non-Executive and
0.20
8%
5.8
-
8.
Mr. Avijit Deb
Non-Executive and
0.12
(22)%
3.3
-
9.
Dr. Ajai Puri
Non-Executive and
0.21
39%
5.9
-
23
S.
Name of Director/KMP and
No. Designation
Remuneration
of Director/KMP
for Financial
Year 2014-15
(` in crores)
% increase in
Remuneration
in the Financial
Year 2014-15
Ratio of
Remuneration of
each Director
to median
remuneration of
employees
Comparison
of the
Remuneration of
the KMP against
the Performance
of the Company
10
Mr. Nasser Munjee
Non-Executive and
0.24
22%
6.8
-
11.
Mr. Keki Dadiseth
Non-Executive and
0.23
10%
6.5
-
12.
Dr. Vijay L Kelkar
Non-Executive and
0.07
22%
2.1
-
13.
Mrs. Ranjana Kumar
Non-Executive and
0.07
*
2.1
-
14.
Mr. Vinod Krishna Menon
0.65
**
35.1^
15.
Mr. Amlan Datta Majumdar
0.40
***
16.
Mr. Vivek P Raizada
Head Legal & Company
Secretary
0.25
#
17.
Mr. Rajesh Arora
GM-Legal & Company
Secretary
0.09
##
^
Calculated on annualized basis.
*
Details not given as Mrs. Ranjana Kumar was a Director only for part of the Financial Year 2014-15 i.e. with
effect from 8 July 2014.
** Details not given as Mr. Vinod Krishna Menon was Chief Financial Officer & Key Managerial Personnel
only for part of the Financial Year 2014-15 i.e. upto 17 November 2014.
*** Details not given as Mr. Amlan Datta Majumdar was Chief Financial Officer & Key Managerial Personnel
only for part of the Financial Year 2014-15 i.e. with effect from 12 March 2015. He has been given
` 30 Lakhs as joining bonus.
#
## Details not given as Mr. Rajesh Arora was the Company Secretary & Key Managerial Personnel only for
part of the Financial Year 2014-15 i.e. with effect from 3 February 2015.
ii.
The median remuneration of employees of the Company during the Financial Year was ` 3.5 Lakhs. In the
Financial Year 2014-15, the median remuneration of employees was 7.7% higher compared to previous year.
Profit
Before
51.4^ Tax
increased
by 62.7% and
After
16.1^ Profit
Tax
increased
by 68.3% in
Financial
Year
15.7^ 2014-15
Details not given as Mr. Vivek P Raizada was the Company Secretary & Key Managerial Personnel only for
part of the Financial Year 2014-15 i.e. upto 10 October 2014.
24
iii.
There were 2,605 permanent employees on the rolls of Company as on 31 March 2015.
iv.
The explanation on the relationship between average increase in Remuneration and Company performance: The
median remuneration has not increased in line with increase in profits mainly on account of improved productivity
achieved through judicious spend on manpower, organizational right sizing, promoting a performance based
culture and such other similar measures.
v.
a)
Variations in the Market Capitalisation of the Company : The Market Capitalization as on 31 March 2015
was ` 25,886.59 crores (` 10,114.54 crores as on 31 March 2014), representing growth of 156%.
b)
Price Earnings Ratio of the Company was ` 41.59 as at 31 March 2015 and was ` 27.32 as at 31 March 2014,
representing growth of 52%.
c)
Percentage increase over decrease in the market quotations of the Shares of the Company in comparison to
the rate at which the Company came out with the last Public Offer:
The Company had come out with the Initial Public Offer (IPO) in 1978 wherein 1 Equity Share was offered
with a face value of ` 10/- each at a premium of ` 5/- each aggregating to ` 15/- per Equity Share.
(i) The Company had issued Bonus Shares and the details are as follows:
Year
No. of Shares
Ratio
Bonus Shares
Total Shares
1983
100
2:5
40
140
1987
140
2:5
56
196
1990
196
1:2
98
294
1999
294
1:2
147
441
(ii) Further in the year 2010-11, the Company had sub-divided (split) the Equity Shares, wherein each
Equity Share with a face value of ` 10/- each had been sub-divided (split) into 5 Equity Shares with
a face value of ` 2/- each.
100 Shares held in 1983 have now grown to 2,205 Shares after considering the Bonus & Share Split
as mentioned in (i) & (ii) above.
The closing price of Company’s Equity Share as on 31 March 2015 was ` 2,158.55 (NSE) & ` 2,158.50
(BSE) respectively, representing increase of 3,17,207% (NSE) & 3,17,200% (BSE) respectively
increase over the IPO price, adjusted for Bonus Issue and Share Split till 31 March 2015.
vi. Average percentage increase made in the salaries of employees other than the Managerial Personnel in the
Financial Year 2014-15 was 2% over previous year whereas the Managerial Remuneration for the same period was
decreased by 14.2% due to reduction in number of Managerial Personnel. Ms. Vinita Bali resigned as Managing
Director with effect from 31 March 2014 and Mr. Varun Berry who was appointed as an Executive Director with
effect from 11 November 2013 and became the Managing Director with effect from 1 April 2014. There were no
exceptional circumstances for increase in Managerial Remuneration.
vii. Comparison of Remuneration of the Key Managerial Personnel(s) against the Performance of the Company:
The shift in Remuneration of Key Managerial Personnel has been in line with average Market/Industry salary
increases. The total Remuneration of Key Managerial Personnel decreased by 31.9% from ` 8.96 crores in
2013-14 to ` 6.1 crores in 2014-15 whereas the Profit Before Tax increased by 62.7% to ` 888.61 crores in 2014-15
(` 542.62 crores in 2013-14).
viii. The key parameters for any variable component of Remuneration availed by the Directors are considered by the
Board of Directors based on the recommendation of the Nomination & Remuneration Committee as per the
Remuneration Policy of the Company.
ix. The Ratio of the Remuneration of the highest paid Director to that of the Employees who are not Directors but
receive Remuneration in excess of the highest paid Director during the year: There are no such cases wherein any
employee received Remuneration in excess of the highest paid Director.
x. Affirmation that the Remuneration is as per the Remuneration Policy of the Company: It is hereby affirmed that
the Remuneration paid is as per the Remuneration Policy of the Company.
25
ANNEXURE ‘F’ TO THE DIRECTORS’ REPORT
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on 31 March 2015
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
I.
REGISTRATION AND OTHER DETAILS:
(i)
CIN:
L15412WB1918PLC002964
(ii)
Registration Date:
21.03.1918
(iii) Name of the Company:
(iv) Category/ Sub Category of the Company:
Company limited by Shares/Indian Non-Government
Company
(v)
5/1A, Hungerford Street, Kolkata - 700 017
Tel No : 033-22872439/2057; Fax No: 033-22872501
Address of Registered office and contact details:
(vi) Whether listed Company :
Yes
(vii) Name, address and contact details of Registrar & Transfer Agents (RTA):
Name of Registrar & Transfer Agents: Sharepro Services (India) Pvt. Ltd.
Address
13 AB, Samhita Warehousing Complex, II Floor, Sakinaka Telephone
Exchange Lane, off Andheri Kurla Road, Sakinaka, Andheri (East)
Town / City
Mumbai
State
Maharashtra
Telephone with
STD Area Code & Number
022 - 67720300/400
Fax Number
022 - 28591568
Pin Code: 400072
Email Address: indira@shareproservices.com
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE Company
All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:
Sr. Name and Description of main products / services
No.
1.
Manufacture of Biscuits, Cakes and Rusks
NIC Code of the
product/ service
% to total turnover of
the Company
10712
~95%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sr. Name and Address of the
No. Company
1.
Britannia Dairy Private Limited
(BDPL)
5/1A Hungerford Street, Kolkata,
West Bengal- 700017
CIN/GLN
U15201WB2002PTC191511
26
Holding/
Subsidiary/
Associate
Subsidiary
% of
shares
held
100
Applicable
Section
2(87)
No. Company
2.
3.
4.
5.
6.
7.
8.
9.
10.
Daily Bread Gourmet Foods
(India) Private Limited
Prestige Shantiniketan,The
Business Precinct, Tower C,
16th Floor,Whitefield Main Road,
Mahadevpura Post, Bangalore,
Karnataka – 560048
Boribunder Finance and
Investments Private Limited
D-1/502, Krishna Kaveri Society,
Yamuna Nagar,
Andheri (West), Mumbai,
Maharashtra – 400053
Flora Investments Company
Private Limited
Yamuna Nagar,
Gilt Edge Finance and
Yamuna Nagar,
Ganges Vally Foods Private
Limited
Village-Jagannatpur, P O
Bamunari, Hooghly, West Bengal
– 712250
Sunrise Biscuit Company Private
Limited
Pub Boragaongotanagar,
Guwahati, Assam – 781033
International Bakery Products
Limited
India Land Tech Park, Tower
B, 5th Floor, III Main Road,
Ambattur Industrial Estate,
Chennai, Tamil Nadu – 600058
J. B. Mangharam Foods Private
Limited
Yamuna Nagar,
Manna Foods Private Limited
Prestige Shantiniketan,The
Business Precinct, Tower C,
16th Floor, Whitefield Main Road,
Mahadevpura Post, Bangalore,
Karnataka – 560048
CIN/GLN
% of
shares
held
100
Applicable
Section
U01549KA2003PTC031859
Holding/
Subsidiary/
Associate
Subsidiary
U65990MH1983PTC030883
Subsidiary
100
2(87)
U65923MH1983PTC030875
Subsidiary
100
2(87)
U65923MH1983PTC030884
Subsidiary
100
2(87)
U15440WB1992PTC054793
Subsidiary
51.00
2(87)
U15412AS1985PTC002361
Subsidiary
99.16
2(87)
U15419TN1997PLC037876
Subsidiary
100
2(87)
U15100MH1984PTC031983
Subsidiary
100
2(87)
U15400KA1994PTC015687
Subsidiary
100
2(87)
27
2(87)
No. Company
CIN/GLN
11.
Snacko Bisc Private Limited
Chennai-600058
U15419TN1997PLC037876
Holding/
Subsidiary/
Associate
Subsidiary
12.
Vasana Agrex and Herbs Private
Limited
Chennai-600058
U01119TN1996PTC034766
Subsidiary
100
2(87)
13.
Britannia Employees Educational
Welfare Association Private
Limited*
Reay Road (East), Mazagaon,
Mumbai, Maharashtra- 400010
U85110MH1992GAT242375
Subsidiary
N.A
2(87)
14.
Britannia Employees General
Limited*
U85110MH1992GAT243304
Subsidiary
N.A
2(87)
15.
Britannia Employees Medical
Limited*
U91120MH1992PTC242376
Subsidiary
N.A
2(87)
16.
AL Sallan Food International Co.
SAOC
PO Box No. 970, Sohar, Postal
Code: 311, Sultanate of Oman
Body Corporate
Subsidiary
65.46
2(87)
17.
Strategic Food International
Co.LLC, Dubai
PO Box No. 53193, Dubai,
United Arab Emirates.
Body Corporate
Subsidiary
100
2(87)
18.
Britannia and Associates (Dubai)
Private Company Limited, Dubai
PO Box No. 4254, Dubai, United
Arab Emirates.
Body Corporate
Subsidiary
100
2(87)
19.
Britannia and Associates
(Mauritius) Private Limited,
Mauritius
Apex Fund Services (Mauritius)
Ltd, 4th Floor, Raffles Tower, 19
Cybercity, Ebene, Republic of
Mauritius.
Body Corporate
Subsidiary
100
2(87)
28
% of
shares
held
100
Applicable
Section
2(87)
No. Company
20.
CIN/GLN
Britannia Dairy Holdings Private
Limited, Mauritius
Apex Fund Services (Mauritius)
Ltd, 4th Floor, Raffles Tower, 19
Cybercity, Ebene, Republic of
Mauritius.
Strategic Brands Holding
Company Limited, Dubai
Po Box No. 4421, Dubai, United
Arab Emirates.
Klassik Foods Private Limited
Plot No F-30 Midcsatpur, Nasik,
Maharashtra - 422007
Nalanda Biscuit Company
Limited
Khagual Road, Naya Tola,
PS-Phulwari Sharif, Patna,
Bihar - 801505
21.
22
23
% of
shares
held
100
Applicable
Section
Body Corporate
Holding/
Subsidiary/
Associate
Subsidiary
Body Corporate
Subsidiary
100
2(87)
U15120MH1981PTC025662
Associate
26.02
2(6)
U15410BR1986PLC002262
Associate
35.00
2(6)
*Company limited by guarantee.
IV.
SHARE HOLDING PATTERN
Equity Share Capital Breakup as percentage of Total Equity
(i)
2(87)
Category-wise Share Holding:
Category of Shareholders
No. of Shares held at the
beginning of the year
Demat
Physical
No. of Shares held
at the end of the year
Total
% of
Total
Shares
(I)
Demat
Physical
Total
% Change
during the
year (II-I)
% of
Total
Shares
(II)
A.Promoters
(1)Indian
(a)
Individual/HUF
(b)
Central Govt
(c) State Govt (s)
(d)
Bodies Corp
(e)
Banks/FI
(f)
Any Other
Sub-total (A) (1): (2)Foreign
(a)
NRIs-Individuals
(b) Other - Individuals
(c)
Bodies Corp
(e)
Banks/FI
(f)
Any Other
Sub-total (A) (2):Total Shareholding of Promoter
(A) = (A)(1)+(A)(2)
2,250
6,08,66,095
6,08,68,345
6,08,68,345
-
-
2,250
- 6,08,66,095
- 6,08,68,345
- 6,08,68,345
29
-
-
2,250
50.75 6,08,66,095
50.75 6,08,68,345
50.75 6,08,68,345
-
-
-
-
2,250
- 6,08,66,095
- 6,08,68,345
- 6,08,68,345
50.75
50.75
50.75
-
Category of Shareholders
No. of Shares held at the
Demat
B.
Physical
No. of Shares held
at the end of the year
Total
% of
Total
Shares
(I)
Demat
Physical
Total
% Change
during the
year (II-I)
% of
Total
Shares
(II)
Public Shareholding
1.Institutions
(a) Mutual Funds
(b)
Banks/FI
44,99,376
1,250
45,00,626
3.75
62,42,506
1,250
62,43,756
5.21
1.46
1,64,739
5,350
1,70,089
0.14
1,87,122
5,350
1,92,472
0.16
0.02
(c)
Central Govt
-
-
-
-
23,677
-
23,677
0.02
0.02
(d)
State Govt(s)
-
-
-
-
-
-
-
-
-
(e) Venture Capital Funds
-
-
-
-
-
-
-
-
-
(f)
Insurance Companies
54,06,974
500
54,07,474
4.51
45,68,568
500
45,69,068
3.81
(0.70)
2,41,11,621
-
2,41,11,621
20.11
2,29,10,271
-
2,29,10,271
19.10
(1.01)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,100 3,39,39,244
28.30
(0.21)
(g)
FIIs
(h) Foreign Venture Capital
Funds
(i)
Others (specify)
Sub-total(B)(1):-
3,41,82,710
7,100 3,41,89,810
28.51 3,39,32,144
2.Non-Institutions
(a)
Bodies Corp.
(i) Indian
38,47,818
44,955
38,92,773
3.25
44,16,862
25,270
44,42,132
3.71
0.46
-
-
-
-
-
-
-
-
-
(i)
Individual
Shareholders
holding nominal
share capital upto
` 1 lakh
1,33,26,181 30,07,818
1,63,33,999
13.62
1,34,72,310 28,28,491
1,63,00,801
13.59
(0.03)
(ii)
Individual
Shareholders
holdings nominal
share capital in
excess of ` 1 lakh
32,31,068 13,86,675
46,17,743
3.85
29,62,563 13,86,675
43,49,238
3.63
(0.22)
23,145
0.02
26,055
0.02
-
(ii) Overseas
(b) Individuals
(c)
Others -Trusts
23,145
-
26,055
-
Sub-total(B)(2):-
2,04,28,212 44,39,448 2,48,67,660
20.74 2,08,77,790 42,40,436 2,51,18,226
20.95
0.21
Total Public Shareholding
(B)=(B)(1)+(B)(2)
5,46,10,922 44,46,548 5,90,57,470
49.25 5,48,09,934 42,47,436 5,90,57,470
49.25
-
-
-
-
100 11,56,78,279 42,47,436 11,99,25,815
100
-
C. Shares held by Custodian for GDRs &
ADRs
Grand Total (A+B+C)
-
-
-
11,54,79,267 44,46,548 11,99,25,815
30
-
-
-
(ii) Shareholding of Promoters
Sr.
No.
Shareholder’s
Name
Shareholding at the beginning of the
year
No. of
Shares
1
Associated Biscuits
International Limited
2
% of
% of Shares
total
Pledged /
Shares Encumbered
of the
to total
Company
shares
53,904,500
44.95
Dowbiggin Enterprises Pte Ltd
13,92,510
1.16
NIL
3
Nacupa Enterprises Pte Ltd
13,92,510
1.16
4
Spargo Enterprises Pte Ltd
13,92,510
5
Valletort Enterprises Pte Ltd
6
Bannatyne Enterprises Pte Ltd
7
Mr. Nusli Neville Wadia
Total
Shareholding at the end of the year
No. of
Shares
% of
total
Shares
of the
Company
NIL 53,904,500
% of
Shares
Pledged/
Encumbered
to total Shares
% change
in Share
holding
during the
year
44.95
NIL
NIL
13,92,510
1.16
NIL
NIL
NIL
13,92,510
1.16
NIL
NIL
1.16
NIL
13,92,510
1.16
NIL
NIL
13,92,510
1.16
NIL
13,92,510
1.16
NIL
NIL
13,91,555
1.16
NIL
13,91,555
1.16
NIL
NIL
2,250
0.00
NIL
2,250
0.00
NIL
NIL
60,868,345
50.75
NIL 60,868,345
50.75
NIL
NIL
(iii) Change in Promoters’ Shareholding (please specify, if there is no change) :
Sr.
No
Shareholding at the
No of shares
Cumulative Shareholding
during the year
% of total No. of shares % of total
shares of the
shares of the
Company
Company
At the Beginning of the year
No change during the year
Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the
reasons for increase / decrease (e.g. allotment /
transfer / bonus sweat equity etc.,)
At the end of the Year
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
1.
Arisaig Partners (Asia) Pte Ltd. A/C Arisaig (Client ID: 10438382)
For each of Top 10 shareholders
Shareholding at the
No of shares
during the year
% of total No. of shares % of total
shares of the
shares of the
Company
Company
1,06,71,488
8.90
1,06,71,488
8.90
Date wise Increase /Decrease in Shareholding during
the year specifying the reasons for increase /decrease
(e.g. allotment /transfer / bonus / sweat equity etc.,)
-42,19,804
-3.52
-42,19,804
-3.52
At the End of the Year (or on the date of separation,
if separated during the year)
64,52,404
5.38
64,52,404
5.38
31
Note:
Increase: NIL
Decrease: Sold 11,87,000 shares on 14.11.2014; 1,14,038 shares on 09.01.2015; 2,19,012 shares on 16.01.2015;
1,13,724 shares on 23.01.2015; 2,60,987 shares on 30.01.2015; 2,39,031 shares on 06.02.2015; 9,03,143 shares on
13.02.2015; 3,04,526 shares on 20.02.2015; 2,31,361 shares on 27.02.2015; 4,13,594 shares on 06.03.2015; 2,32,123
shares on 13.03.2015 and 545 shares on 20.03.2015.
2.
Life Insurance Corporation of India (Client ID: 10000012)
Shareholding at the
during the year
No of shares
% of total
shares of the
Company
No. of
shares
% of total
shares of the
Company
28,97,676
2.42
28,97,676
2.42
(e.g. allotment /transfer / bonus/ sweat equity etc.,)
-6,19,889
-0.52
-6,19,889
-0.52
22,77,787
1.90
22,77,787
1.90
Note:
Increase: NIL
Decrease: Sold 25,000 shares on 15.08.2014; 1,54,765 shares on 22.08.2014; 56,243 shares on 29.08.2014; 44,774
shares on 05.09.2014; 1,82,492 shares on 12.09.2014; 39,205 shares on 16.01.2015; 19,260 shares on 23.01.2015;
51,042 shares on 20.03.2015; 37,182 shares on 27.03.2015 and 9,926 shares on 31.03.2015.
3.
Morgan Stanley Asia (Singapore) PTE (Client ID: 10077067)
Shareholding at the
during the year
No of shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
+17,12,930
- 96,019
+1.43
-0.08
+17,12,930
- 96,019
+1.43
-0.08
16,16,911
1.35
16,16,911
1.35
No. of
shares
% of total
shares of the
Company
Note:
Increase: Acquired 14,78,771 shares on 19.12.2014; 3,285 shares on 09.01.2015; 86,253 shares on 16.01.2015; 24,820
shares on 23.01.2015; 7,538 shares on 06.02.2015; 19,613 shares on 13.02.2015; 24,525 shares on 20.02.2015; 13,946
shares on 27.02.2015; 22,804 shares on 06.03.2015; 29,106 shares on 13.03.2015 and 2,269 shares on 31.03.2015.
Decrease: Sold 4,819 shares on 31.12.2014; 89 shares on 02.01.2015; 14,733 shares on 30.01.2015 and 76,378 shares
on 27.03.2015.
32
4.
General Insurance Corporation of India (Client ID: 10000029)
Shareholding at the
during the year
No of shares % of total
No. of
% of total
shares of the
shares
shares of the
Company
Company
13,01,125
1.08
13,01,125
1.08
NIL
NIL
NIL
NIL
13,01,125
1.08
13,01,125
1.08
5.
Arisaig Partners (Asia) Pte Ltd. A/C Arisaig A/C Arisaig Global Emerging Markets Consumer Fund (Singapore)
Pte. Ltd (Client ID: 10723923)
6.
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
+0.88 +10,49,600
+0.88
Date wise Increase /Decrease in Shareholding during +10,49,600
10,49,600
0.88
10,49,600
0.88
Note:
Increase: Acquired 10,49,600 shares on 14.11.2014.
Decrease: NIL
Merrill Lynch Capital Markets Espana S.A. S.V (Client ID: 10015153)
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
8,24,061
0.69
8,24,061
0.69
+2,46,538
+0.21
+2,46,538
+0.21
- 90,019
-0.08
- 90,019
-0.08
9,80,580
0.82
9,80,580
0.82
Note:
Increase: Acquired 6,097 shares on 15.08.2014; 11,148 shares on 22.08.2014; 34,265 shares on 29.08.2014; 12,266
shares on 24.10.2014; 17,149 shares on 31.10.2014; 17,104 shares on 13.02.2015; 30,483 shares 06.03.2015; 25,476
shares on 20.03.2015; 14,185 shares on 27.03.2015 and 10,081 shares on 31.03.2015.
Decrease: Sold 6,983 shares on 12.12.2014; 13,420 shares on 19.12.2014; 2,350 shares on 31.12.2014; 29,433 shares
on 23.01.2015; 13,485 shares on 06.02.2015 and 24,348 shares on 13.03.2015.
33
7.
Kotak Mahindra Old Mutual Life Insurance (Client ID: 30026774)
Shareholding at the
No of shares
% of total
shares of the
Company
5,29,260
0.44
5,29,260
0.44
+5,79,659
-1,73,496
+0.48
-0.14
+5,79,659
-1,73,496
+0.48
-0.14
9,35,423
0.78
9,35,423
0.78
during the year
No. of
shares
% of total
shares of the
Company
Note:
Increase: Acquired 2,318 shares on 04.04.2014; 2,188 shares on 11.04.2014; 428 shares on 18.04.2014; 2,641 shares
on 25.04.2014; 3,499 shares on 02.05.2014; 4,171 shares on 09.05.2014; 2,192 shares on 16.05.2014; 737 shares
on 23.05.2014; 1,223 shares on 20.06.2014; 465 shares on 30.06.2014; 292 shares on 11.07.2014; 766 shares on
25.07.2014; 12,219 shares on 08.08.2014; 5,134 shares on 15.08.2014; 45,000 shares on 22.08.2014, 30,000 shares
on 29.08.2014; 2,569 shares on 05.09.2014; 28,101 shares on 12.09.2014; 3,991 shares on 19.09.2014; 5,189 shares
on 30.09.2014; 345 shares on 03.10.2014; 46,477 shares on 10.10.2014; 85,764 shares on 17.10.2014; 46,243 shares
on 24.10.2014; 42,600 shares on 31.10.2014; 324 shares on 07.11.2014; 10,294 shares on 28.11.2014; 17,000 shares
on 05.12.2014; 7,914 shares on 23.01.2015; 1,50,072 shares on 30.01.2015 and 19,503 shares on 06.02.2015.
Decrease: Sold 203 shares on 13.06.2014; 6,616 shares on 14.11.2014; 3,233 shares on 21.11.2014; 10,000 shares
on 12.12.2014; 4,225 shares on 19.12.2014; 40,713 shares on 31.12.2014; 900 shares on 02.01.2015; 7,272 shares
09.01.2015; 9,191 shares on 13.02.2015; 20,493 shares on 20.02.2015; 24,911 shares on 27.02.2015; 24,560 shares on
06.03.2015; 14,146 shares on 13.03.2015; 3,666 shares on 20.03.2015; 2,072 shares on 27.03.2015 and 1,295 shares
on 31.03.2015.
8.
United India Insurance Company Limited (Client ID: 10000543)
Shareholding at the
No of shares
% of total
shares of the
Company
8,34,372
0.70
8,34,372
0.70
-60,000
-0.05
-60,000
-0.05
7,74,372
0.65
7,74,372
0.65
during the year
No. of
shares
% of total
shares of the
Company
Note:
Increase: NIL
Decrease: Sold 35,000 shares on 30.06.2014; 5,000 shares on 25.07.2014 and 20,000 shares on 01.08.2014.
34
9.
Goldman Sachs Investment (Mauritius)I Ltd (Client ID: 10090603)
Shareholding at the
No of shares
% of total
shares of the
Company
5,57,918
0.46
5,57,918
0.46
+ 4,27,468
-2,84,791
+0.36
-0.24
+ 4,27,468
-2,84,791
+0.36
-0.24
7,00,595
0.58
7,00,595
0.58
during the year
No. of
shares
% of total
shares of the
Company
Note:
Increase: Acquired 667 shares on 16.05.2014; 20,594 shares on 23.05.2014; 26,186 shares on 04.07.2014; 18,984
shares on 12.09.2014; 80,799 shares on 19.09.2014; 73,474 shares on 30.09.2014; 73,984 shares on 10.10.2014; 861
shares on 24.10.2014; 904 shares on 31.10.2014; 11,855 shares on 07.11.2014; 14,314 shares on 14.11.2014; 431
shares on 02.01.2015; 1,228 shares on 23.01.2015; 505 shares on 30.01.2015 and 1,551 shares on 06.02.2015.
Decrease: Sold 418 shares on 08.08.2014; 515 shares on 03.10.2014; 51,082 shares on 21.11.2014; 21,224 shares on
28.11.2014; 619 shares on 19.12.2014; 50,944 shares on 16.01.2015; 503 shares on 27.02.2015; 21,190 shares on
06.03.2015; 31,715 shares on 13.03.2015; 72,369 shares on 20.03.2015; 12,019 shares on 27.03.2015 and 22,193
shares on 31.03.2015.
10.
Robeco Capital Growth Funds A/C Robeco Capital (Client ID: 10711180)
Shareholding at the
No of shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
(e.g. allotment /transfer / bonus / sweat equity etc.,
+6,74,690
+0.56
+6,74,690
+0.56
6,74,690
0.56
6,74,690
0.56
during the year
No. of
shares
% of total
shares of the
Company
Note:
shares on 05.12.2014; 49,986 shares on 09.01.2015; 52,147 shares on 23.01.2015; 1,75,774 shares on 30.01.2015;
63,403 shares on 20.02.2015; 18,527 shares on 27.02.2015; 75,261 shares on 06.03.2015; 29,854 shares on 13.03.2015;
41,000 shares on 20.03.2015.
Decrease: NIL
35
11. Tiger Global Mauritius Fund* (Client ID: 10064045)
Shareholding at the
No of shares
% of total
shares of the
Company
during the year
No. of
shares
% of total
shares of the
Company
26,70,000
2.23
26,70,000
2.23
-26,70,000
-2.23
-26,70,000
-2.23
NIL
NIL
NIL
NIL
Note:
Increase: NIL
Decrease: Sold 5,22,443 shares on 04.07.2014; 1,55,854 shares on 11.07.2014; 2,06,703 shares on 18.07.2014;
1,32,096 shares on 25.07.2014; 1,57,904 shares on 01.08.2014; 65,861 shares on 22.08.2014; 2,41,832 shares on
29.08.2014; 77,125 shares on 05.09.2014; 5,80,182 shares on 12.09.2014; 90,500 shares on 30.09.2014; 2,12,000
shares on 03.10.2014; 34,531 shares on 10.10.2014; 85,969 shares on 17.10.2014; 97,608 shares on 24.10.2014 and
9,392 shares on 31.10.2014.
* Ceased to be in the list of Top 10 shareholders as on 31.03.2015. The same is reflected above since the shareholder
was one of the Top 10 shareholder as on 01.04.2014.
12. Morgan Stanley Asia (Singapore) Pte* (Client ID: 10707572)
Shareholding at the
during the year
No of shares
% of total
shares of the
Company
15,53,472
1.30
15,53,472
1.30
(e.g. allotment /transfer / bonus/ sweat equity etc.,)
+1,86,512
-17,39,984
+0.15
-1.45
+1,86,512
-17,39,984
+0.15
-1.45
NIL
NIL
NIL
NIL
No. of
shares
% of total
shares of the
Company
Note:
shares on 29.08.2014; 4,905 shares 05.09.2014; 53,870 shares on 12.09.2014; 14,537 shares on 19.09.2014; 11,812
shares on 05.12.2014.
Decrease: Sold 13,021 shares on 02.05.2014; 21,455 shares on 09.05.2014; 36,111 shares on 16.05.2014; 9,444 shares
on 23.05.2014; 64,278 shares on 30.05.2014; 48,582 shares on 06.06.2014; 51,426 shares on 13.06.2014; 3,987 shares
on 30.06.2014; 2,518 shares on 11.07.2014; 1,620 shares on 25.07.2014; 8,575 shares on 24.10.2014; 158 shares on
07.11.2014; 973 shares on 12.12.2014 and 14,77,836 shares on 19.12.2014.
36
13. LO Funds - Emerging Consumer* (Client ID: 30032047)
Shareholding at the
No of shares
% of total
shares of the
Company
during the year
No. of
shares
% of total
shares of the
Company
7,85,000
0.65
7,85,000
0.65
-7,85,000
-0.65
-7,85,000
-0.65
NIL
NIL
NIL
NIL
Note:
Increase: NIL
Decrease: Sold 25,000 shares on 22.08.2014; 72,733 shares on 29.08.2014; 1,18,737 shares on 05.09.2014; 18,530
shares on 02.01.2015; 10,000 shares on 16.01.2015; 15,000 shares on 23.01.2015; 15,000 shares on 30.01.2015;
35,000 shares on 06.02.2015; 65,000 shares on 13.02.2015; 33,000 shares on 20.02.2015 and 27,000 shares on
27.02.2015.
14. Government Pension Fund Global* (Client ID: 10004781)
Shareholding at the
No of shares
% of total
shares of the
Company
6,58,785
0.55
6,58,785
0.55
-6,58,785
-0.55
-6,58,785
-0.55
NIL
NIL
NIL
NIL
during the year
No. of
shares
% of total
shares of the
Company
Note:
Increase: NIL
Decrease: Sold 1,08,558 shares on 16.05.2014; 47,200 shares on 06.06.2014; 45,277 shares on 13.06.2014; 83,200
shares on 20.06.2014; 5,000 shares on 19.09.2014; 38,324 shares on 10.10.2014; 1,56,226 shares on 17.10.2014 and
1,75,000 shares on 21.11.2014.
37
15. Hdfc Trustee Company Limited - Hdfc Tax* (Client ID: 10009126)
Shareholding at the
No of shares
% of total
shares of the
Company
6,27,087
0.53
6,27,087
0.53
-2,62,687
-0.22
-2,62,687
-0.22
3,64,400
0.31
3,64,400
0.31
during the year
No. of
shares
% of total
shares of the
Company
Note:
Increase: NIL
Decrease: Sold 27,000 shares on 11.07.2014; 1,04,817 shares on 08.08.2014; 75,270 shares on 31.12.2014; 40,000
shares on 02.01.2015 and 15,600 shares on 09.01.2015
Note: The above changes in shareholding are derived based on weekly benpose statement.
(v) Shareholding of Directors and Key Managerial Personnel:
1.
Mr. Nusli N Wadia, Promoter and Non-Executive Chairman
For Each of the Directors and KMP
Shareholding at the
during the year
No. of shares % of total
No. of
% of total
shares of the
shares
shares of the
Company
Company
2,250
0.00
2,250
0.00
NIL
NIL
NIL
NIL
2,250
0.00
2,250
0.00
2.
Mr. Varun Berry, Managing Director
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
38
3.
Mr. A K Hirjee, Promoter and Non-Executive Director
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
4.
Mr. S S Kelkar, Non-Executive and Independent Director
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
5.
Mr. Ness N Wadia, Promoter and Non-Executive Director
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
No. of
shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
6. Mr. Jeh N Wadia, Promoter and Non-Executive Director
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
39
No. of
shares
% of total
shares of the
Company
7.
Mr. Nimesh N Kampani, Non-Executive and Independent Director
Shareholding at the
No. of shares
8.
% of total
shares of the
Company
during the year
No. of
shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Mr. Nasser Munjee, Non-Executive and Independent Director
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
9.
Mr. Keki Dadiseth, Non-Executive and Independent Director
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
No. of
shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
10. Mr. Avijit Deb, Non-Executive and Independent Director
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
40
No. of
shares
% of total
shares of the
Company
11. Dr. Vijay L Kelkar, Non-Executive and Independent Director
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
12. Dr. Ajai Puri, Non-Executive and Independent Director
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
13. Mrs. Ranjana Kumar, Non-Executive and Independent Director
Shareholding at the
during the year
No. of
% of total
shares of the
shares
shares of the
Company
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
14. Mr. Vivek P Raizada, Company Secretary*
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
No. of
shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
*Mr. Vivek P Raizada had resigned from the position of Company Secretary and Key Managerial Personnel with effect
from close of business hours on 10 October 2014.
41
15. Mr. Vinod Krishna Menon, Chief Financial Officer*
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
No. of
shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
*Mr. Vinod Krishna Menon had resigned from the position of Chief Financial Officer and Key Managerial Personnel
with effect from close of business hours on 17 November 2014.
16. Mr. Rajesh Arora, Company Secretary*
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
No. of
shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
*Mr. Rajesh Arora has been appointed as Company Secretary and Key Managerial Personnel with effect from
3 February 2015.
17. Mr. Amlan Datta Majumdar, Chief Financial Officer*
Shareholding at the
during the year
No. of shares
% of total
shares of the
Company
No. of
shares
% of total
shares of the
Company
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
*Mr. Amlan Datta Majumdar has been appointed as Chief Financial Officer and Key Managerial Personnel with effect
from12 March 2015.
42
V.INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Unsecured
Loans
Loans
Excluding
Deposits*
Indebtedness at the beginning of the Financial Year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the Financial Year
•
Addition
•
Reduction
Net Change
Indebtedness at the end of the Financial Year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
(` in lakhs)
Total
Indebtedness
Deposits
45.00
45.00
-
-
45.00
45.00
75.00
(23.00)
52.00
-
-
75.00
(23.00)
52.00
97.00
97.00
-
-
97.00
97.00
* Relates to Motor Vehicles taken on lease.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A.
Remuneration to Managing Director, Whole-time Directors and / or Manager:
Sr.
No.
1 Gross salary
2.
3.
4.
5.
Particulars of Remuneration
Varun Berry
Managing Director
(` in Lakhs)
Total
Amount
(a) Salary as per provisions contained in section 17(1) of the
Income-tax Act,1961
255.44
255.44
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
0.97 0.97
(c) Profits in lieu of salary under Section 17(3) Income-tax
Act, 1961
Stock Options*
Sweat Equity
Commission
-
as % of profit
-others
Others
- Bonus / Performance linked incentive
200.00
200.00
- Contribution to Provident Fund, Meal Voucher and Medical
15.41
15.41
Insurance premium
Total (A)
471.42
471.42
Ceiling as per the Act
3,600.00
3,600.00
*During FY 2014-15, Mr. Varun Berry, Managing Director has been granted 50,000 stock options at an exercise price of ` 870.35 per option.
43
B.
Remuneration to other Directors:
Sr. Particulars of
No Remuneration
1. I ndependent
Directors
Name of Directors
Fee for attending Board
/Committee meetings
Commission
Others, please specify
Total (1)
Sr.
No
Mr. Keki Mr. Avijit
Mr.
Dadiseth
Deb
Nimesh N
Kampani
3.0
1.6
2.8
19.8
22.8
9.9
11.5
17.4
20.2
C.
18.2
20.4
20.0
20.8
Mr. A K
Hirjee
21.1
23.9
6.2
7.2
6.2
7.2
15.2
118.8
134.0
(` in lakhs)
Total
Amount
Mr. Jeh N
Wadia
Mr. Ness N
Wadia
3.6
1.0
3.0
9.2
22.3
25.9
6.2
7.2
36.0
39.0
431.20
440.4
574.4
550.0
720.0
Remuneration to Key Managerial Personnel other than MD/Manager/WTD:
Sr.
No.
1
Gross salary
Income-tax Act, 1961
Act, 1961
Stock Option
Sweat Equity
Commission
-
as % of profit
-others
Others
- Joining Bonus
- Bonus / Performance Linked Incentive
Insurance premium
Total
5.
Dr. Ajai Mr. Nasser Dr. Vijay L Mrs.
Puri
Munjee
Kelkar
Ranjana
Kumar
2.2
0.8
2.8
1.0
1.0
(i) Remuneration to Chief Financial Officer:
2.
3.
4.
Mr. S S
Kelkar
Name of Directors
2. O
ther Non-Executive
Mr. Nusli N
Directors
Wadia
Fee for attending Board /
1.6
Committee meetings
Commission
366.7
Others, please specify
Total (2)
368.3
Total (B) = (1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act
(` in lakhs)
Total
Amount
(` in lakhs)
Vinod Krishna Amlan Datta
Menon
Majumdar
Total
01.04.2014
12.03.2015
to
to
17.11.2014* 31.03.2015**
57.42
6.84
64.26
4.52
-
-
4.52
-
-
-
-
-
-
-
-
30.00
2.65
30.00
2.65
3.33*
65.27
0.30
39.79
3.63
105.06
* Mr. Vinod Krishna Menon was the Chief Financial Officer and Key Managerial Personnel for the period 01.04.2014 to 17.11.2014.
In his case, in others, contribution to the Pension Fund is also included.
** Mr. Amlan Datta Majumdar has been appointed as Chief Financial Officer and Key Managerial Personnel w.e.f 12.03.015.
44
(ii) Remuneration to Company Secretary:
(` in lakhs)
Sr.
No.
1
Vivek P
Raizada
01.04.2014
to
10.10.2014*
Gross salary
Income-tax Act, 1961
Rajesh Arora
03.02.2015
to
31.03.2015**
Total
24.09
6.67
30.76
0.03
0.02
0.05
Act, 1961
-
-
-
2.
Stock Option
-
-
-
3.
Sweat Equity
-
-
-
4.
Commission
-
as % of profit
-others
-
-
-
-
1.68
1.68
Insurance premium
0.97
0.27
1.24
Total
25.09
8.64
33.73
5.
Others
- Bonus / Performance Linked Incentive
* Mr. Vivek P Raizada was the Company Secretary and Key Managerial Personnel for the period 01.04.2014 to 10.10.2014.
** Mr. Rajesh Arora has been appointed as Company Secretary and Key Managerial Personnel w.e.f 03.02.2015
Note: During the year, there was a change in the position of CFO and Company Secretary. Hence, the remuneration for the different tenures has been
given separately.
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
Type
Section of the
Companies Act
Brief
Description
Details of
Penalty /
Punishment/
Compounding
Fees imposed
Penalty
NIL
Punishment
NIL
Compounding
NIL
C. OTHER OFFICERS IN DEFAULT
Penalty
NIL
Punishment
NIL
Compounding
NIL
45
Authority [RD /
NCLT/ COURT/
Appeal Made,
If any (give
Details)
46
Boribunder Finance and
Britannia Dairy Private
Limited
Britannia Employees
Educational Welfare
Association Private Limited
Britannia Employees
General Welfare
Britannia Employees
Medical Welfare
Daily Bread Gourmet Foods
(India) Private Limited
Flora Investments
Company Private Limited
Ganges Vally Foods Private
Limited
Gilt Edge Finance and
International Bakery
Products Limited
J B Mangharam Foods
Private Limited
Manna Foods Private
Limited
Sunrise Biscuit Company
Private Limited
Al Sallan Food
International Co. SAOC
Strategic Food International
Co. LLC, Dubai
(Dubai) Private Company
Limited, Dubai
(Mauritius) Private
Limited, Mauritius
Britannia Dairy Holdings
Private Limited, Mauritius
Strategic Brands Holding
Company Limited, Dubai
Vasana Agrex and Herbs
Private Limited
INR
INR
USD
USD
USD
USD
AED
OMR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
INR
Reporting
Currency
1.00
1.00
1.00
61.14
61.14
878
1,121
1,248
744,200
(13,191)
Reserves
*
10,987
7,885
36,494
(6,398)
16,325
34,902
15,545
(5,133)
255,208 (420,253)
100 (105,471)
17
463,387 (224,925)
(1,928)
17 (141,023)
331,890 (110,182)
324,680 (864,351)
141,995
48,750
4,502
5,000
2,498
6,000
2,843
276,726 (255,486)
1,800 ^
1,750 ^
1,752 ^
117,800
26,710
61.14 1,523,499
61.14
16.65
158.79
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Exchange Capital *
Rate
(average
rate)
1.00
62.51
62.51
62.51
62.51
17.02
162.34
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
Exchange
Rate
(closing
rate)
* Converted using closing exchange rate.
# Converted using average exchange rate.
^ Represents contribution.
21
20
19
18
17
16
15
14
13
12
11
10
9
8
7
6
5
4
3
2
1
Sr. Name of the Subsidiary
No. Company
PART - A Subsidiaries
235
1
43
238,596
2,494,360
2,364,098
1,466,267
682,708
415,344
650,912
293,702
327,058
19,378
76,285
18,937
68,073
2,761
2,986
3,092
1,236,900
165,280
105,371
5,159
134
972,789
2,505,105
1,244,560
1,222,379
262,362
594,277
252,707
328,456
555
35,383
549
46,833
83
114
92
374,900
-
-
-
-
-
-
-
-
-
209
26
-
-
-
-
-
40
-
-
529,900
99
123
132
294,700
(39)
Profit
Before
Tax #
323,421
3,214
4,048
15,724
4,553
(1,184)
1,233
1,509
1,236
10,698
-
-
-
(20)
(19)
(577)
- (23,332)
29,802
20,960 (11,819)
3,378,939
1,636,929
1,505,377
420,022
271,519
260,240
1,286
210,175
1,286
158,229 (35,135)
140
163
171
3,333,800
Total
Investments
Turnover
Liabilities
(except
(revenue
(excluding investment in
from
shareholders subsidiaries) * operations
funds) *
+ other
income) #
13,755
237
120
-
Total Assets
(including
investments) *
(39)
Profit
After
Tax #
68
85
91
3,214
2,246
12,578
167
(8,235)
858
1,029
857
10,377
-
-
-
(20)
(19)
(577)
- (23,332)
321
- (11,819)
- 323,421
-
1,802
3,146
4,386
7,051
375
480
379
- (35,135)
31
38
41
- 294,700
-
Provision
for Tax #
` in ‘000
Dubai JAFZA
Dubai
Oman
India
India
India
India
India
India
India
India
India
India
India
India
India
Country
-
-
100.00
100.00
100.00
-
India
Dubai JAFZA
India
100.00 Mauritius
100.00 Mauritius
100.00
100.00
65.46
99.16
100.00
100.00
100.00
100.00
51.00
100.00
100.00
N.A.
N.A.
N.A.
100.00
100.00
% Of
Shareholding
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Proposed
Dividend
#
(Statement Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of Subsidiaries / Associate companies / Joint Ventures
FORM -AOC -1
PART - B ASSOCIATES
` in ‘000
Sr. Name of the Associate Company
No.
1
Latest Unaudited Balance Sheet Date
2
Share of Associate held by the Company on the year end
Klassik
Foods
Private
Limited
Nalanda
Biscuits
Company
Limited
31.03.2015 31.03.2015
Number of Shares
3,390
87,500
Amount of Investment in Associate
3,198
2,908
Extend of Holding %
26.02
35.00
Voting
power
Voting
power
3
Description of how there is significant influence
4
Reason why the associate is not consolidated
N.A.
N.A.
5
Net worth attributable to Shareholding as per latest unaudited Balance Sheet
7,150
8,782
6
Profit / Loss for the year
1,034
5,594
(i) Cosidered in consolidation
269
1,849
(ii) Not Cosidered in consolidation
765
3,745
for and on behalf of the Board of Directors
Chairman:
Nusli N Wadia
Managing Director:
Varun Berry
Directors:
A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Chief Financial Officer:
Amlan Datta Majumdar
Company Secretary:
Rajesh Arora
Place : Mumbai
Date : 21 May 2015
47
MANAGEMENT DISCUSSION AND ANALYSIS
(A) INDUSTRY STRUCTURE AND DEVELOPMENT
c)
Rusk
Your Company operates in two distinct industries
viz. Bakery and Dairy.
I.Bakery
Bakery industry comprises primarily of four
products viz. Biscuits, Cake, Rusk and Bread.
Biscuit is the largest category accounting for
a little over two-third of the overall bakery
industry growing at 10-14% per annum in
the last five years. Cake, Rusk and Bread
constitute the rest. While Cake and Rusk
categories have seen growth in mid-teens,
Bread category has experienced growth of mid
to high single digits over the last five years.
d)
Bread
a)
Biscuit
Despite its large category size, biscuit
consumption in India lags rest of the
world considerably on a per capita
basis. For example, Indonesia spends
1.5 times and Brazil spends ~10 times
more per capita than India on Biscuits.
This gap is explained by both volume
consumption depth and extent of the
value addition. These two gaps will
be future source of growth for biscuit
category in India.
As a natural extension of the above, it
is segments with high value-addition
such as cookies that are growing faster
than the overall category. Consumers
have been seeking better products
consistently and this is leading to
premiumization.
Competition in biscuit market is
vigorous and participation is from
large Indian companies with national
foot print such as yours, medium sized
companies with regional foot print and
multinationals.
Relatively speaking, Cake is a nascent
category in India with basic and less
differentiated products dominating
the market. There is immense scope
for organoleptic value addition and
building consumption. Cake market in
India has one national player viz. your
Company and some notable regional
players strong within their region.
Bread on account of its relatively low
shelf life is a category with localized
production reaching the proximate
market. Your Company while being the
largest national player encounters local
competition.
II.
Dairy
India remains the largest producer and
consumer of dairy. However, as in the case of
other food products, Indians trail much of the
world in per capita dairy consumption. This
gap is getting bridged rapidly with demand
growing at a faster pace than supply. Many
industry experts opine that this is likely to
cause a supply deficit in the near future.
Largeness of the Dairy opportunity is visible
to all; as a result the industry this year saw
heightened activity with several private
companies announcing entry, cooperatives
expanding footprint and multinationals
formally entering.
While the growth in the last few years
has been on account of increasing milk
consumption; value added segments of dairy
such as Cheese and Set Dahi in which your
Company participates have grown at a faster
pace.
A range of factors will drive the growth of
dairy industry going forward:
i) With time available to manage
households
declining;
consumers
will seek day-to-day needs in ready
to consume and convenient forms.
With this dairy industry which is
overwhelmingly unorganized today
will shift steadily towards the organized
sector;
ii)
b)
Cake
Rusk is similar to cake in its market
and competitive structure. Per capita
expenditure on rusk is modest as it is
in other bakery categories. Growth in
this category is expected to come from
format upgrades as well as consumption
increase through specific product and
marketing solutions.
48
With increasing affluence there will be
demand for the value added product;
as a result dairy market will shift from
basic to processed;
iii) Consumption of all dairy products will
go up as consumers gravitate towards
a more balanced diet as income levels
increase.
The levers of success going forward are
likely to be:
a) b) The right product value addition
capability
c) Cake were launched. All three are at a significant
premium to the average category in which they
operate. Initial consumer and trade reactions have
been positive and your Company will build on these
innovations in the coming years.
In addition, this year your Company put consumer
activation on the front burner to buttress its iconic
brands. This was accomplished by associating with
marquee properties in Cricket and Cinema. These
activities made the presence of your Company’s
brands even more salient thereby helping establish
that special connect with consumers critical for
securing repeat business.
New age media has been gaining significance year
on year and your Company has been engaging
with the media actively over the years. This year
your Company further strengthened its presence
on new age media through exciting activities on
brands such as Bourbon and NutriChoice. The year
also saw relaunch of “britannia.co.in”, the digital
face of your Company with refreshed content and
strong organoleptic design. The makeover has been
appreciated widely. While this is a new beginning,
your Company has set up a system to keep its
website and other digital assets constantly updated,
vibrant and dynamic.
Dairy
Your Company continues to drive development
of a differentiated portfolio and in line with the
overarching corporate strategy and have been
working on further strengthening the organoleptic
performance of its products.
To remain competitive in the market your
Company is continuously extracting benefits
from an integrated sales and distribution system
and diversified sourcing. In the coming year, your
Company will implement various initiatives in all
areas of operations to create an efficient and robust
supply chain and build cold chain capabilities
to enhance sales and service to the trade and
final consumers. The business will identify more
opportunities to reduce recipe cost and optimize
cost structurally across the value chain.
Access to quality milk as basic raw
material;
Access to a cold chain.
(B) BUSINESS STRATEGY
Your Company’s business strategy is articulated in
the Britannia Promise, which employees of your
Company adopted two years ago.
India is steadily growing in affluence and Indian
consumer is looking for an upgrade in all things
including food. With their relatively higher economic
growths, India and China will continue to be the
most attractive destinations for economic activity
globally. This means a fast evolving consumer will
be met with increasingly superior product portfolio
created through domestic innovation and transfer
of knowledge from overseas.
Your Company’s strategy to stay ahead of competition
and grow faster than market and improve profitably
is built on four fundamental blocks:
I.
Product portfolio that is organoleptically
superior while balancing price, quality and
consumer aspiration;
II. Supply chain organization that improves
productivity and quality continuously;
III. Diligence in market place by increasing
distribution reach and leveraging existing
distribution infrastructure;
IV.
Brand building
Bakery
Strengthening and expansion of sales and
distribution network which started last year
continued this year with vigour and resulted in
significant improvement in key metrics such
as direct coverage. On the product front your
Company focussed on the organoleptically high-end
segment. As part of this program, three significant
innovations viz. NutriChoice Heavens, Good Day
Chunkies and Britannia Nut n Raisin Romance
(C) SEGMENT INFORMATION
49
The primary business segment of your Company
is Foods comprising (i) Bakery products - Biscuit,
Bread, Cake and Rusk, and (ii) Dairy products –
Milk, Butter, Cheese, Ghee, Dahi, Milk-based ready
to drink beverages and Dairy Whitener.
(D)OUTLOOK
In the near term it is expected that the economic
conditions will not change significantly. Your
Company estimates industry growth to be 8-10%
which is lower than growth rates of earlier years.
This presents challenge on the revenue front in
the short run. However, in the longer-term your
Company expects the growth to return to 12-14%
level mainly because the economy will regain
its earlier growth momentum thus restoring the
virtuous cycle viz, “higher disposable income 
higher aspiration  higher consumption  higher
job creation  higher disposable income”.
Your Company has institutionalized a culture and
mind-set of thrift through focussed programs and
formal organization structure. This will put your
Company in a better position to deal with cost
volatility that is a normal part of business.
(E)
FINANCIAL
PERFORMANCE
AND
Company is uniquely positioned to encash on the
following opportunities:
a.
Nascent categories of Rusk & Cake
b.
Disruptive innovation in Bakery
c.
Large & profitable international markets
d.
Rural growth in India
e.
Untapped geographies in India
These opportunities are equally visible to the
current and future competitors of your Company
and that constitutes the primary threat. Intensified
competition due to lower industry growth,
challenges in retaining a pool of talented human
capital & fast changing regulatory needs are some
of the major threats seen by your Company.
A combination of ahead-of- market innovations,
consistent quality delivery, supporting the brand
aggressively through consistent and competitive
investment and continuous enhancement of
capability and efficiency of distribution pipeline
will help your Company address the threats.
OPERATIONAL
Sale of Products in the domestic market for bakery
products and exports from India representing
the standalone performance of your Company
grew 14.5% from ` 6,347.85 crores in 2013-14 to
` 7,269.26 crores in 2014-15. Net Profit grew 68.3%
from ` 369.83 crores to ` 622.41 crores.
Dairy
Increasing consumer and industry appetite for
value added dairy constitutes the single largest
opportunity. Infrastructure improvement including
cold chain that aids easier distribution is another
opportunity.
Increased competitive activity and a forecasted
supply deficit are two of the biggest threats seen by
your Company.
Your Company is working actively to evolve
strategies to neutralise these threats.
The key financials are as under:
` in crores
Particulars
2014-15
2013-14
Sales of Products
7,269.26
6,347.85
Total Expenditure
6,522.97
5,779.59
Profit Before Tax
882.61
542.62
Tax Expense
260.20
172.79
(G) RISKS AND CONCERNS
Net Profit
622.41
369.83
(F) OPPORTUNITIES AND THREATS
Bakery
Rising income and aspiration of consumers is the
largest opportunity for your Company. This will
ensure that the right consumer mix will produce
profitable growth.
Growth of individual categories is linked to the
overall economic growth. Primary risk to the
business will be on account of adverse changes to
the economy. Volatility in commodity prices is the
other significant risk.
(H)
INTERNAL
ADEQUACY
To exploit this opportunity, your Company is
actively seeking technology solutions which help
service consumer needs in a differentiated manner
while effecting cost savings/efficiencies. Your
50
CONTROL
SYSTEMS
AND
Your Company’s Internal Control Systems are
commensurate with the nature, size and complexity
of its business and ensure proper safeguarding of
assets, maintaining proper accounting records and
providing reliable financial information.
An external independent firm carries out the internal
audit of the Company operations and reports its
findings to the Audit Committee on a regular basis.
Internal Audit also evaluates the functioning and
quality of internal controls and provides assurance
of its adequacy and effectiveness through periodic
reporting.
Your Company has a code of business conduct for all
employees and a clearly articulated and internalized
delegation of financial authority. These authority
levels are periodically reviewed by management
and modifications, if any, are submitted to the Audit
Committee and Board for approval. Your Company
also takes prompt action on any violations of the
code of business conduct by its employees.
The Audit Committee also reviews the risk
management framework periodically and ensures it
is updated and relevant.
(I) HUMAN RESOURCES
RELATIONS
AND
INDUSTRIAL
Lean Sigma, TQM, Industrial Safety, to name a few.
Your Company is committed to creating an
environment of learning and development,
promote internal talent and develop cross
functional expertise. Your Company provides
learning opportunities through facilitator led
learning, workshops and experiential learning
through cross-functional projects, programs and
assignments.
In 2014-15, your Company has continued to
maintain amicable Industrial Relation footprint by
focusing on increased worker level engagement
through formal and informal communication and
training forums.
As of 31 March 2015, your Company had 2,605
employees (including 1,161 workmen) on its rolls.
(J)
CAUTIONARY STATEMENT
Statements in this Management Discussion and
Analysis describing the Company’s objectives,
expectations or predictions may be forward
looking within the meaning of applicable laws and
regulations. Actual results could differ materially
from those expressed or implied. Important factors
that could make a difference to your Company’s
operations include raw material availability
and prices, cyclical demand and pricing in the
Company’s principal markets, competitive actions,
changes in Government regulations, tax regimes,
economic developments in India and in countries
in which the Company conducts business and other
incidental factors.
Your Company has laid high emphasis on driving an
effective and transparent Performance Culture and
an open mindset. Leaders today provide feedback
not only on performance but also on demonstration
of Core Values and Leadership skills defined for each
layer of Organization hierarchy. Top performers and
high achievers are recognized for their exemplary
performance as part of the rewards and recognition
program. In the year gone by, your Company has
focused on functional training programs such as
Food Safety and Regulations, Energy Management,
51
REPORT ON CORPORATE GOVERNANCE
1.
COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Your Company considers good Corporate Governance a pre-requisite for meeting the needs and aspirations of
its shareholders and other stakeholders in the Company and firmly believes that the same could be achieved by
maintaining transparency in its dealings, creating robust policies and practices for key processes and systems
with clear accountability, integrity, transparent governance practices and the highest standard of regulatory
compliance.
2.
BOARD OF DIRECTORS
The Board is headed by a Non-Executive Chairman, Mr. Nusli N Wadia and comprises eminent persons with
high credentials of considerable professional experience and expertise in diverse fields who actively contribute
in the deliberations of the Board, covering all strategic policy matters and decisions.
As on close of business hours of 31 March 2015, the Board comprised of Thirteen (13) Directors as mentioned
below:
Category
No of Directors
% to total number of Directors
Executive Director
1
8%
Non-Executive Directors
4
31%
Independent Directors
8
61%
During the year 2014-15, five (5) Board Meetings were held, the dates of the Meetings being 26 May 2014,
12 August 2014, 14 November 2014, 3 February 2015 and 25 March 2015. The maximum gap between any two
Board Meetings held during the year was not more than one hundred and twenty days.
The details of composition of the Board, Directors’ attendance at the Board Meetings and at the last Annual
General Meeting, Outside Directorships and the Board Committee Memberships as on close of business hours
on 31 March 2015 are given hereunder:
Name of the Director /
Director Identification
Number (DIN)
Nature of Directorship
No. of
Whether
No. of
No. of Board
Board attended last
outside
Committees of
Meetings AGM held on Directorship other Companies in
attended 12 August
held #
which a Member /
2014
Chairman ##
Mr. Nusli N Wadia
(DIN: 00015731)
Promoter and
Non-Executive Chairman
5
Yes
7
Nil
Mr. Varun Berry
(DIN: 05208062)
Managing Director
5
Yes
Nil
Nil
Mr. Keki Dadiseth
(DIN: 00052165)
Non-Executive and
Independent
4
Yes
9
Mr. Avijit Deb
(DIN: 00047233)
Non-Executive and
Independent
3
Yes
Nil
Mr. A K Hirjee
(DIN: 00044765)
Promoter and
Non-Executive
5
Yes
4
Member - 2 /
Chairman - 4
5
Yes
7
Member - 1 /
Chairman - 2
Mr. Nimesh N Kampani Non-Executive and
(DIN: 00009071)
Independent
52
Member - 3 /
Chairman - 4
Nil
Name of the Director /
Director Identification
Number (DIN)
Nature of Directorship
No. of
Whether
No. of
No. of Board
Board attended last
outside
Committees of
Meetings AGM held on Directorship other Companies in
attended 12 August
held #
which a Member /
2014
Chairman ##
Mr. S S Kelkar
(DIN: 00015883)
Non-Executive and
Independent
5
Yes
7
Member – 3 /
Chairman - 1
Mr. Jeh N Wadia
(DIN: 00088831)
Promoter and
Non-Executive
5
Yes
4
Member – 1/
Chairman - Nil
Dr. Ajai Puri
(DIN: 02631587)
Non-Executive and
Independent
3
Yes
Nil
Mr. Nasser Munjee
(DIN: 00010180 )
Non-Executive and
Independent
5
Yes
9
Member - 1 /
Chairman - 4
Mr. Ness N Wadia
(DIN: 00036049)
Promoter and
Non-Executive
5
Yes
6
Member – 1/
Chairman - Nil
Dr. Vijay L Kelkar
(DIN: 00011991)
Non-Executive and
Independent
4
Yes
6
Member - 3 /
Chairman - 1
Mrs. Ranjana Kumar
(DIN: 02930881)
Non-Executive and
Independent
4
Yes
4
Member - 1 /
Chairman - 2
Nil
Note:
Mr. Nusli N Wadia, Mr. Jeh N Wadia and Mr. Ness N Wadia are relatives in terms of Section 2 (77) of the
Companies Act, 2013 read with Companies (Specification of definitions details) Rules, 2014
#
Excludes alternate directorship and directorship in foreign companies, private companies and companies
governed by Section 8 of the Companies Act, 2013 (earlier Section 25 of the Companies Act, 1956).
##
Excludes Committees other than Audit Committee and Stakeholders Relationship Committee of Public
Limited Companies.
During the year under review, Mrs. Ranjana Kumar was appointed as an Additional Director of the Company
by the Board of Directors with effect from 8 July 2014, in terms of Section 161 of the Companies Act, 2013
and Article 94 of the Articles of Association of the Company. Further, the Members at the 95th Annual
General Meeting held on 12 August 2014 approved appointment of Mrs. Ranjana Kumar as Director of the
Company.
The Members at the 95th Annual General Meeting held on 12 August 2014 approved appointment of
all the Independent Directors to hold office for five consecutive years with effect from the date of the
Annual General Meeting held on 12 August 2014 upto 11 August 2019 with an option to retire from
the office at any time during the term of appointment. The Company issued letter of appointment to all
the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions
of their appointment are disclosed on the website of the Company. weblink: http://britannia.co.in/pdfs/
statutory_disclosures/Draft%20Letter%20of%20%20Appointment%20-%20Independent%20Directors.pdf.
53
3.
BOARD COMMITTEES
The Board has constituted the following Committees of Directors:
(a) Audit Committee:
The composition, powers, role and terms of reference of the Committee are in accordance with the
requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
The Audit Committee as on 31 March 2015, comprised of following six (6) Non-Executive Directors:
Mr. Nasser Munjee Mr. Nimesh N Kampani Mr. Keki Dadiseth Mr. Avijit Deb Mr. A K Hirjee Mr. Ness N Wadia The Chairman of the Committee Mr. Nasser Munjee is an Independent Director. Apart from Mr. Nasser
Munjee, the other Independent Directors are Mr. Nimesh N Kampani, Mr. Keki Dadiseth and Mr. Avijit
Deb.
All the members of the Audit Committee are financially literate and Mr. Nasser Munjee, Mr. Nimesh N
Kampani, Mr. Keki Dadiseth and Mr. A K Hirjee have financial management expertise.
Mr. Rajesh Arora, GM - Legal and Company Secretary, is the Secretary to the Audit Committee.
The role of the Audit Committee flows directly from the Board of Director’s overview function on corporate
governance, which holds the Management accountable to the Board and the Board accountable to the
stakeholders. The term of reference of the Audit Committee broadly includes Acting as a catalyst, in helping
the organization achieve its objectives, the Audit Committee’s primary role is to review the Company’s
financial statements, internal financial reporting process, internal financial controls, the audit process,
adequacy, reliability and effectiveness of the internal control systems and risk management process, vigil
mechanism, related party transactions, monitoring process for compliance with laws and regulations and
the code of conduct.
The Audit Committee also reviews Management letters and the responses thereto by the Management.
During the year under review, the Audit Committee held six (6) Meetings, the dates of the meetings being
23 May 2014, 4 August 2014, 12 August 2014, 13 November 2014, 29 January 2015 and 25 March 2015.
The attendance of the members at the Audit Committee Meetings held during the year under review is as
follows:
-
-
-
-
-
-
Chairman
Member
Member
Member
Member
Member
Name
No. of Audit Committee
Meetings Attended
Mr. Nasser Munjee
6
6
Mr. Keki Dadiseth
6
Mr. Avijit Deb
4
Mr. A K Hirjee
6
Mr. Ness N Wadia
6
54
At the Annual General Meeting of the Company held on 12 August 2014, the Chairman of the Audit
Committee, Mr. Nasser Munjee, was present.
The Managing Director, Chief Financial Officer, Internal Auditors, Statutory Auditors and other Executives
as considered appropriate, also attended the Audit Committee Meetings.
Internal Audit and Control:
M/s. Aneja & Associates, Chartered Accountants, are the Internal Auditors of the Company and their
internal audit plan and remuneration are approved by the Audit Committee. The reports and findings of
the Internal Auditor and the internal control system are periodically reviewed by the Audit Committee.
(b) Nomination and Remuneration Committee:
Agreement.
The Nomination and Remuneration Committee as on 31 March 2015 comprised of the following Directors:
Mr. Keki Dadiseth Mr. Nusli N Wadia Mr. A K Hirjee Mr. Nimesh N Kampani
Mr. Nasser Munjee Dr. Ajai Puri The Chairman of the Committee, Mr. Keki Dadiseth, is an Independent Director. Apart from Mr. Keki
Dadiseth, the other Independent Directors are Mr. Nasser Munjee, Mr. Nimesh N Kampani and Dr. Ajai
Puri.
Mr. Rajesh Arora, GM - Legal and Company Secretary, is the Secretary to the Nomination and Remuneration
Committee.
-
-
-
-
-
-
Chairman
Member
Member
Member
Member
Member
The broad terms of reference of the Nomination and Remuneration Committee includes:
•
Setup and composition of the Board, its Committees and the leadership team of the Company
comprising Key Managerial Personnel (“KMP” as defined by the Companies Act, 2013) and Executive
Team (as defined by the Committee).
•
Evaluation of performance of the Board, its Committees and individual Directors.
•
Remuneration for Directors, KMP, Executive Team and other employees.
•
Oversight of the familiarisation programme of Directors.
•
Oversight of the HR philosophy, HR and People strategy and key HR practices.
During the year under review, the Nomination and Remuneration Committee held three (3) Meetings, the
dates of the meetings being 26 May 2014, 3 February 2015 and 25 March 2015.
The attendance of the members at the Nomination and Remuneration Committee Meetings held during the
year under review is as follows:
Name
No. of Nomination and Remuneration
Committee Meeting Attended
3
3
3
2
2
1
Mr. Keki Dadiseth
Mr. Nusli N Wadia
Mr. A K Hirjee
Mr. Nasser Munjee
Dr. Ajai Puri
55
Evaluation of Performance of the Board, its Committees and individual Directors
Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as
prescribed by Securities and Exchange Board of India (SEBI) under Clause 49 of the Listing Agreement
(as may be applicable), the Board of Directors (Board) has carried out an annual evaluation of its own
performance and that of its Committees and individual Directors.
The performance of the Board and individual Directors was evaluated by the Board seeking inputs from
all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the
Committee members. The Nomination and Remuneration Committee reviewed the performance of the
individual Directors.
A separate meeting of independent Directors was also held to review the performance of non-independent
Directors, performance of the Board as a whole and performance of the Chairperson of the Company,
taking into account the views of Executive Directors and Non-Executive Directors. This was followed by a
Board meeting that discussed the performance of the Board, its Committees and Individual Directors.
The criteria for performance evaluation of the Board included aspects like Board composition and structure,
effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation
of Committees of the Board included aspects like composition of Committees, effectiveness of Committee
meetings etc. The criteria for performance evaluation of the individual Directors included aspects on
contribution to the Board and Committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was
also evaluated on the key aspects of his/her role.
Policy on Board Diversity
Pursuant to the provisions of the Clause 49 of the Listing Agreement, the Policy on Board Diversity is
framed and adopted
The broad objectives of the Policy are:
•
Diversity and inclusion initiatives based on sound business principles and objectives;
•
To help the Company build a Board that can draw upon a wide range of perspectives, expertise,
knowledge and experience;
•
To bridge the gap in Board composition for achieving optimum and balanced Board with a wide range
of attributes; and
•
To encourage healthy and open discussion and promote independence of judgement in Board and
Committee deliberations.
Remuneration Policy
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the
Remuneration Policy is framed and adopted.
The broad objectives of the Policy are:
•
To evaluate the performance of the members of the Board and provide necessary report to the
Board for further evaluation of the Board;
•
To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel
and Senior Management;
•
To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations; and
•
To retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage.
56
Managing Director
Mr. Varun Berry was appointed as Managing Director for a period of five years with effect from 1 April 2014
to 31 March 2019. The said appointment, its terms and conditions including remuneration was approved
by the members of the Company at the Annual General Meeting held on 12 August 2014. The terms
and conditions of appointment and remuneration payable to Mr. Varun Berry as Managing Director were
fixed by the Board of Directors of the Company and to this effect, an agreement was entered between the
Managing Director and the Company.
The remuneration to Mr. Varun Berry comprises of basic salary of ` 1,25,00,000/- (Rupees One Crore Twenty
Five Lakhs Only) per annum effective 1 April 2014 in the range of ` 1,25,00,000/- (Rupees One Crore Twenty
Five Lakhs Only) per annum to ` 2,16,00,000/- (Rupees Two Crores Sixteen Lakhs Only) per annum with
such increments each year, as may be decided by the Nomination and Remuneration Committee and/or the
Board of Directors, based on merit and taking into account the Company’s performance for the year. Other
benefits, perquisites and allowances will be determined by the Board from time to time. Reimbursement
of actual medical expenses incurred on self and family (wife and children). Bonus / Performance Linked
Incentives is decided based on performance criteria laid down by the Board. Contribution to Provident
Fund, Superannuation Fund and Gratuity Fund as per the Rules of the Company. The aggregate of the
remuneration shall be within the maximum limits as laid down under Sections 196, 197, 203 and any
other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force), read with Schedule V to the Companies Act, 2013 (corresponding to Sections
198, 269, 309 and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII
to the Companies Act, 1956) and subject to the requisite approval of the Central Government, if and to
the extent necessary. Notwithstanding anything to the contrary, in the event of there being no profits or
inadequate profits, the Company will pay remuneration to Mr. Varun Berry by way of salary and perquisites
and allowances as specified above in compliance with abovementioned provisions and with the approval of
the Central Government, if and to the extent necessary.
As per the agreement referred to above, either party to the agreement is entitled to terminate the employment
by giving not less than six calendar months prior notice in writing to the other party, provided however that
the Company shall be entitled to terminate the incumbent’s employment at any time by payment to him six
months’ basic salary in lieu of such notice.
The details of remuneration paid/payable to Mr. Varun Berry for the year 2014-15 are as follows:
Name
Salary /
Benefits (`)
Bonus / performance
linked incentives (`)
Total (`)*
No. of Stock Options
granted on 26 May 2014
Mr. Varun Berry
2,71,42,176*
2,00,00,000
4,71,42,176
50,000
*Contributions to employee retirement / post retirement and other employee benefits which are based on
actuarial valuation done on an overall Company basis are excluded from above.
Notes:
(i)
Vesting period of Options: A minimum period of 1 year from the date of grant.
(ii) Exercise period of Options: A maximum period of 3 years from the date of vesting.
(iii) As on the close of business on 31 March 2015, Mr. Varun Berry did not hold any shares of the
Company.
(iv) Details of the Options granted including Exercise Price etc. are given in Annexure C to the Report of
the Directors.
57
Non-Executive Directors
The Non-Executive Directors are paid sitting fees and commission on the net profits of the Company.
The Board collectively decides the aggregate amount of commission for each year and the amount of
commission payable to individual Non-Executive Directors is determined based on their attendance at
the meetings of the Board of Directors and its Committees and their contribution. The Members of the
Company have approved the payment of commission to Non-Executive Directors at the Annual General
Meeting held on 12 August 2014.
Details of remuneration to Non-Executive Directors for the year 2014-15 are given below:
Name
Sitting Fees (`)
Commission (`)
Total (`)
Mr. Nusli N Wadia
1,60,000
3,66,69,000
3,68,29,000
Mr. A K Hirjee
3,60,000
22,33,000
25,93,000
Mr. S S Kelkar
2,20,000
18,15,000
20,35,000
2,80,000
17,37,000
20,17,000
Mr. Avijit Deb
1,60,000
9,92,500
11,52,500
Mr. Jeh N Wadia
1,00,000
6,20,500
7,20,500
Mr. Keki Dadiseth
3,00,000
19,85,000
22,85,000
80,000
20,00,000
20,80,000
Mr. Nasser Munjee
2,80,000
21,09,000
23,89,000
Mr. Ness N Wadia
3,00,000
35,98,000
38,98,000
Dr. Vijay L Kelkar
1,00,000
6,20,500
7,20,500
Mrs. Ranjana Kumar
1,00,000
6,20,500
7,20,500
Dr. Ajai Puri
The commission amount, as mentioned above, will be paid, subject to deduction of tax, after the adoption
of financial statements for the year ended 31 March 2015 by the Members of the Company at the Annual
General Meeting to be held on 4 August 2015. During the year 2014-15, the Non-Executive Directors did
not have any other pecuniary relationship or transactions with the Company.
None of the Non-Executive Directors other than Mr. Nusli N Wadia, Non-Executive Chairman and Mr.
Ness N Wadia, Non-Executive Director holds any shares of the Company. Mr. Nusli N Wadia holds 2,250
equity shares of ` 2/- each and Mr. Ness N Wadia holds 4,551 equity shares of ` 2/- each (Acquired after 31
March 2015).
(c) Stakeholders Relationship Committee:
Agreement.
The Stakeholders Relationship Committee as on 31 March 2015 comprised of the following Directors:
Mr. A K Hirjee -
Chairman
Mr. S S Kelkar
-
Member
Mr. Nimesh N Kampani -
Member
Mr. Jeh N Wadia
-
Member
Mr. Varun Berry -
Member
Mr. Varun Berry is the Managing Director, Mr. S S Kelkar and Mr. Nimesh N Kampani are Independent
Directors and Mr. A K Hirjee and Mr. Jeh N Wadia are Non-Executive Directors.
58
The broad terms of reference of the Stakeholders Relationship Committee includes:
•
approve and monitor transfer, transmission, splitting, consolidation and dematerialization,
rematerialisation of shares and/or securities and issue of duplicate share and/or security certificates
by the Company over and above the delegated power as detailed below;
•
looks into various issues relating to shareholders and/or securityholders, including redressal of
complaints relating to transfer of shares and/or security, non-receipt of annual reports, dividends
etc.; and
•
carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading
adopted by the Company in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading)
Regulations, 1992.
The Board of Directors of the Company at their Meeting held on 10 November 2010 had delegated the
powers to approve transfer and transmission of securities, issuance of duplicate certificates of securities
etc. subject to certain guidelines and limits laid down and as modified by the Board at its meeting held on
6 August 2011 and 14 November 2014, jointly to Managing Director and/or Chief Financial Officer and/or
Company Secretary and/or Assistant Company Secretary.
During the year under review, no Stakeholders Relationship Committee Meeting was held, but the
Committee had approved the matters relating to transfer/ transmission/ issue of Duplicate Share Certificate
by passing Circular Resolution on four different occasions.
Mr. Rajesh Arora, GM - Legal and Company Secretary, is the Compliance Officer of the Company.
Complaints received and resolved during the year:
No. of shareholders’ complaints received during the year
28
No. of complaints not resolved to the satisfaction of shareholders
Nil
No. of pending share transfers
Nil
The Company has generally attended to the investors’ grievances / correspondence within a period of
ten days from the date of receipt of the same, except in cases that are constrained by disputes or legal
impediments. There are some pending cases relating to disputes over title to shares, in which the Company
is made a party. However, these cases are not material in nature.
Shareholders’ requests for transfer / transmission of equity shares were effected within 15 days from the
date of receipt. There were no valid transfers pending for registration as of 31 March 2015.
The Company obtains half-yearly certificates from a Company Secretary in Practice on compliance
regarding share transfer formalities and submits a copy thereof to the Stock Exchanges in terms of Clause
47 (c) of the Listing Agreement.
(d) Executive Committee of Board
The Executive Committee of the Board (COB) consisted of Mr. Nusli N Wadia, Chairman, Mr. A K Hirjee,
Dr. Ajai Puri, Mr. Nasser Munjee, Mr. Ness N Wadia and Dr. Vijay L Kelkar. The broad terms of reference of
the COB included review and discussion from time to time of business plans and strategies, procurement
strategies in respect of key commodities, business performance etc. and addressing issues related to capital
expenditure. During the year under review, no meeting of the COB was held since the business performance,
business plans and strategies were reviewed and deliberated upon from time to time by the full Board.
59
(e) Finance Committee:
The Committee comprises Mr. A K Hirjee, Chairman of the Committee, Mr. S S Kelkar and Mr. Ness N
Wadia, all being Non-Executive Directors.
The brief terms of reference of this Committee are to approve investments / divestments of the funds of the
Company within the limits prescribed by the Board from time to time. During the year under review, four
(4) Meetings of the Committee were held, the dates of meetings being 23 May 2014, 12 August 2014, 14
November 2014 and 29 January 2015. The attendance of the members at the Finance Committee Meetings
held during the year under review is as follows:
Name
No. of Meetings Attended
Mr. A K Hirjee
4
Mr. S S Kelkar
4
Mr. Ness N Wadia
3
Further, telephone meetings were held by the Committee members every month to review investments /
disinvestments / re-investments and related issues.
Strategy & Innovation Steering Committee:
(f)
The Board of Directors of the Company at their Meeting held on 3 February 2015 had re-named the
Innovation Committee to Strategy & Innovation Steering Committee and had also reconstituted the
Committee.
The Strategy & Innovation Steering Committee as on 31 March 2015 comprised of the following Directors
as members.
Mr. Nusli N Wadia -
Chairman
Mr. Keki Dadiseth -
Member
Dr. Ajai Puri -
Member
Mr. Ness Wadia -
Member
Mr. Varun Berry -
Member
Mrs. Ranjana Kumar -
Member
The broad terms of reference of the Committee are to address all matters relating to the Company’s products
and technical development activities.
During the year under review, one (1) Innovation Committee Meeting was held on 25 May 2014 and was
attended by all the members as on that date.
Further the matters relating to the Company’s products and technical development activities were also
taken up and reviewed in separate forums and also at the Board Meetings held from time to time.
(g) Corporate Social Responsibility (CSR) Committee:
requirements mandated under Section 135 of the Companies Act, 2013.
The CSR Committee, as on 31 March 2015, comprised of following Directors as members:
Mr. Keki Dadiseth -
Member
Mr. Ness N Wadia -
Member
Mr. S S Kelkar -
Member
Dr. Ajai Puri -
Member
60
The broad terms of reference of the CSR Committee includes:
•
Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII;
•
Recommend the amount of expenditure to be incurred on the activities referred in Clause above; and
•
Monitor the CSR Policy of the Company from time to time.
During the year under review, the CSR Committee held one (1) Meeting on 3 February 2015.
The attendance of the members at the CSR Committee Meeting held during the year under review is as
follows:
Name
No. of CSR
Committee Meeting Attended
Mr. Keki Dadiseth (Chairman of the Meeting)
1
Mr. Ness N Wadia
1
Mr. S S Kelkar
1
Dr. Ajai Puri
-
(h) Independent Directors Meeting:
During the year, separate Meeting of the Independent Directors was held on 25 March 2015, without the
attendance of Non-Independent Directors and members of the Management inter alia, to evaluate:
•
Performance of Non-Independent Directors and the Board as a whole;
•
Performance of the Chairperson of the Company, taking into account the views of Executive Director
and Non-Executive Directors;
•
The quality, quantity and timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the Independent Directors attended the Meeting except Dr. Ajai Puri, who was granted Leave of Absence.
(i) Familiarization Programme:
The Company at its various meetings held during the Financial Year 2014-15 had familiarized the
Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, the business models of the Company etc. The Independent
Directors have been provided with necessary documents, reports and internal policies to familiarise them
with the Company’s policies, procedures and practices.
Periodic presentations are made at the Board and Board Committee Meetings, on business and performance
updates of the Company, business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements encompassing important
amendments are briefed to the Directors.
The details of such Familarization Programme for Independent Directors are disclosed on the website of
the Company. weblink: http://britannia.co.in/pdfs/statutory_disclosures/Familiarisation%20Programme.
pdf.
61
4.
GENERAL BODY MEETINGS
(a) Location and time where the last three Annual General Meetings were held and the Special Resolutions
passed thereat:
Date
12 August 2014
Location
Time
Special Resolutions Passed
Hyatt Regency, JA-1, 11.00 a.m. Special Resolution Under Section 197 of
Sector 3, Salt Lake City,
the Companies Act, 2013 for payment of
Kolkata - 700 098.
remuneration to Non-Executive Directors of
the Company (i.e. Directors other than the
Managing Director and / or the Wholetime
Directors).
Special Resolution Under Section 180(1)(c)
of the Companies Act, 2013 for borrowing
upto ` 2,000 crores
12 August 2013
6 August 2012
Special Resolution Under Section 180(1)
(a) of the Companies Act, 2013 for creating
charges, mortgages and hypothecations in
connection with the borrowing upto ` 2,000
crores.
Hyatt Regency, JA-1, 11.00 a.m. Nil
Kolkata - 700 098.
Hyatt Regency, JA-1, 11.00 a.m. Nil
Kolkata - 700 098.
(b) Whether any Special Resolutions were passed last year through postal ballot: No.
(c) Whether any Special Resolution is proposed to be passed through postal ballot this year: Currently, there is
no proposal to pass any Special resolution through Postal Ballot. Special resolutions by way of Postal Ballot,
if required to be passed in the future, will be decided at the relevant time.
5.DISCLOSURES
(a) Disclosures of materially significant related party transactions, i.e., transactions of the Company of material
nature, with its promoters, the Directors or the Management, their Subsidiaries or relatives etc. that may
have potential conflict with the interests of the Company at large:
Related party transactions in the ordinary course of business are reported to the Audit Committee. None
of them were (i) not in the normal course of business, or (ii) not on arms length basis, or (iii) in conflict
with the interests of the Company at large, including the related party transactions that are disclosed under
Note No. 44 of the Standalone Financial Statements.
The Company has formulated a policy on Related Party Transactions and also on dealing with Related
Party Transactions. The policy is disclosed on the website of the Company. weblink: http://britannia.co.in/
pdfs/statutory_disclosures/Britannia%20Industries%20Limited-Policy%20On%20Related%20Party%20
Transactions.pdf. All transactions entered into with Related Parties as defined under the Companies Act,
2013 and Clause 49 of the Listing Agreement during the Financial Year were in the ordinary course of
business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies
Act, 2013. However, in compliance with the requirement of Clause 49 of the Listing Agreement, prior
approval of the Audit Committee was sought for entering into the Related Party Transactions.
(b) Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock
Exchange or Securities and Exchange Board of India or any statutory authority, on any matter related to
capital markets, during the last three years: None.
62
(c) Whistle Blower Policy:
The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty,
integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in
a responsible and effective manner about all protected disclosures concerning unethical matters involving
serious malpractice, abuse or wrongdoing within the organisation. It also provides for adequate safeguards
against victimization of Directors/Employees who avail of the mechanism. The Company affirms that no
personnel has been denied access to the Audit Committee.
The Whistle Blower Policy is available on the website of the Company. weblink: http://britannia.co.in/pdfs/
statutory_disclosures/WHISTLE%20BLOWER%20POLICY.pdf.
(d) Risk Management:
A detailed review of business risks and the Company’s plan to mitigate them is presented to the Audit
Committee and Board. The Company has been taking steps to mitigate foreseeable business risks. Business
risk evaluation and management is an ongoing and continuous process within the Company and regularly
updated to the Audit Committee and Board.
(e) Code of Conduct:
The Company has laid down a Code of Conduct for the members of the Board as well as for all employees
of the Company. The code has also been posted on the Company’s website - www.britannia.co.in. The
Managing Director has confirmed and declared that all members of the Board and Senior Management have
affirmed compliance with the Code of Conduct.
(f) Public, Rights and Other Issues: None.
(g) The Financial Statements for the year 2014-15 have been prepared in accordance with the applicable
accounting principles in India, the mandatory Accounting Standards (‘AS’) as prescribed under Section
133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014, the
relevant provisions of the Act, the guidelines issued by the Securities and Exchange Board of India (‘SEBI’)
and the Companies Act, 1956 to the extent relevant.
(h) CEO/ CFO Certification:
Mr. Varun Berry, Managing Director and Mr. Amlan Datta Majumdar, Chief Financial Officer, have certified
to the Board in accordance with Clause 49 of the Listing Agreement pertaining to CEO/ CFO certification
for the Financial Year ended 31 March 2015.
(i) Management Discussion and Analysis Report: This has been separately attached to the Directors’ Report.
(j) Compliance Reports:
The Board has noted and reviewed the compliance reports from all functions pertaining to the respective
laws applicable to them, which were placed before the Board at its meetings every quarter during the year
under review.
6. MEANS OF COMMUNICATION
Quarterly, Half-Yearly and Annual Results:
The Company has been sending Annual Reports, notices and other communications to the Shareholders through
e-mail, post or courier.
Quarterly, half-yearly and yearly financial results of the Company as per the statutory requirement under Clause
41 of the Listing Agreement are published within the stipulated time as per the Listing Agreement in leading
newspapers i.e. Financial Express (all editions) and Pratidin (Kolkata edition). The Company also uploads
financial results on its website - www.britannia.co.in.
The presentations made to analysts and others are also posted on the Company’s website. The shareholding
pattern and Corporate Governance disclosures as per Listing Agreement are filed electronically through
Corporate Filing and Dissemination System (CFDS), NSE Electronic Application Processing System (NEAPS),
BSE Corporate Compliance & Listing Centre (BSE Listing Centre) and investor complaints are redressed through
SEBI Complaints Redress System (SCORES).
63
The quarterly and half-yearly reports are not separately sent to each Shareholder. However, the Company provides
the same to individual Shareholders, if requested.
Two presentations were made to the institutional investors and to the analysts during the year 2014-15 which are
available on the website of the Company - www.britannia.co.in.
7. GENERAL SHAREHOLDER INFORMATION
(i) Annual General Meeting - Date, time and venue:
4 August 2015 – 11 a.m. at Hyatt Regency, JA-1, Sector 3, Salt Lake City, Kolkata - 700 098.
(ii) Financial calendar (tentative):
Period
For the first quarter ending 30 June 2015
For the second quarter and half year ending 30 September 2015
For the third quarter ending 31 December 2015
For the year ending 31 March 2016
Approval of Quarterly Results
1 week of August 2015
1 week of November 2015
2 week of February 2016
Last week of May 2016
(iii) Book closure period Wednesday, 29 July 2015 to Tuesday, 4 August 2015 (both days inclusive).
(iv) Dividend Payment date on or from 17 August 2015.
(v) Listing on Stock Exchanges: The Company’s equity shares are listed on:
1.
BSE Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 023.
2.
National Stock Exchange of India Limited (NSE), Exchange Plaza, 5th Floor, Bandra Kurla Complex,
Bandra (East), Mumbai - 400 051.
Listing fees for equity shares as prescribed have been paid to the aforesaid Stock Exchanges up to
31 March 2016.
(vi) Stock Code:
Stock Exchange
Equity Shares
BSE Limited (BSE)
500825
National Stock Exchange of India Limited (NSE)
BRITANNIA
(vii) Stock Price Data:
Year/ Month
2014
April
May
June
July
August
September
October
November
December
2015
January
February
March
BSE
(in `)
High
Low
921.95
899.55
1,021.60
1,150.95
1,310.85
1,510.00
1,547.00
1,730.00
1,865.00
831.00
821.00
873.60
966.00
1,085.00
1,237.00
1,301.60
1,500.10
1,616.40
2,018.95
2,114.45
2,249.95
1,825.00
1,854.00
2,056.50
BSE
(Sensex)
(Monthly
Closing)
64
NSE
(in `)
NSE (Nifty)
(Monthly
Closing)
High
Low
22,417.80
24,217.34
25,413.78
25,894.97
26,638.11
26,630.51
27,865.83
28,693.99
27,499.42
923.00
900.00
1,024.00
1,153.95
1,311.85
1,511.10
1,547.05
1,729.80
1,865.00
829.00
820.95
872.15
968.95
1,084.00
1,228.00
1,300.25
1,500.00
1,640.20
6,696.40
7,229.95
7,611.35
7,721.30
7,954.35
7,964.80
8,322.20
8,588.25
8,282.70
29,182.95
29,361.50
27,957.49
2,017.00
2,117.00
2,250.00
1,823.25
1,846.25
2,056.25
8,808.90
8,901.85
8,491.00
(viii)Stock Performance (Comparison of closing price / index value on the respective dates):
Britannia v/s Sensex
Sensex
Sensex
Price (Britannia)
Price (Britannia)
Britannia v/s Sensex
2200
55000
2200
55000
2100
2100
2000
50000
2000
50000
1900
1900
1800
45000
1800
45000
1700
1700
1600
40000
1600
40000
1500
1500
1400
35000
1400
35000
1300
1300
1200
30000
1200
30000
1100
1100
1000
25000
1000
25000
900
900
800
20000
Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 20000
800
Apr-14 May-14 Jun-14
Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15
Britannia Price
Britannia Price
BSE Sensex
BSE Sensex
Price(Britannia)
Price(Britannia)
17500
2200
17500
2200
2100
16500
2100
16500
2000
15500
2000
1900
15500
14500
1900
1800
14500
1800
13500
1700
13500
1700
1600
12500
1600
1500
12500
11500
1500
1400
11500
10500
1400
1300
10500
1300
1200
9500
1200
9500
1100
8500
1100
1000
8500
7500
1000
900
7500
900
6500
800
800 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-156500
Nifty Closing
Nifty Closing
Britannia v/s Nifty
Britannia v/s Nifty
Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15
Britannia Price
Britannia Price
NSE Nifty
NSE Nifty
(ix) In terms of Section 205C of the Companies Act, 1956 read with the Investor Education and Protection
Fund (Awareness and Protection of Investor) Rules, 2001, during the year ended 31 March 2015, the
Company has credited an aggregate amount of ` 14,06,310/- to the Investor Education and Protection
Fund (IEPF).
As at 31 March 2015, the Company’s unpaid / unclaimed dividend / interest / debenture redemption
proceeds account had a balance of ` 4,34,39,015.30/- in various dividend / interest / debenture redemption
proceeds accounts. The Company sends out reminders to those Shareholders who have not claimed the
dividends for earlier years to claim the same from the Company failing which the Company would be
required to transfer the same to IEPF after seven years.
65
(x) Registrar and Transfer Agents:
M/s. Sharepro Services (India) Private Limited, is the Registrar and Transfer Agents of the Company and
handles the entire share registry work, both Physical and Electronic. Accordingly, all documents, transfer
deeds, demat requests and other communications in relation thereto should be addressed to the Registrar
and Transfer Agents at the address mentioned below:
Sharepro Services (India) Private Limited
13 AB, Samhita Warehousing Complex, II Floor, Sakinaka Telephone Exchange Lane, Off Andheri – Kurla
Road, Sakinaka, Andheri (East), Mumbai - 400 072.
Phone : 022-67720300 /400 Fax : 022-28591568
Contact Person: Ms. Indira P. Karkera
E-mail ID: indira@shareproservices.com or sharepro@shareproservices.com
Share transfers, where documents were found to be in order, were registered and returned in the normal
course within a period of two weeks from the date of receipt of the documents. Requests for dematerialisation
/ re-materialisation of shares were processed and confirmation was given to the depositories i.e. National
Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL), as the case
may be, within 15 days of receipt.
(xi) Distribution of shares according to Size, Class and Categories of Shareholding as on 31 March 2015:
Group of Shares
No. of
Shareholders
1 to 500
501 to 1000
1001 to 2000
2001 to 3000
3001 to 4000
4001 to 5000
5001 to 10000
10001 and above
Total
45,045
3,994
2,260
603
212
137
319
498
53,068
Percentage
to Total
Shareholders
84.88
7.53
4.26
1.14
0.39
0.26
0.60
0.94
100.00
No. of Shares
held
Percentage to
Total Shares
31,04,650
26,75,863
30,35,397
14,57,180
7,47,677
6,30,630
23,20,044
10,59,54,374
11,99,25,815
2.58
2.23
2.53
1.22
0.63
0.53
1.93
88.35
100.00
Total No. of
Shares held
6,08,68,345
62,43,756
47,85,217
2,29,10,271
44,68,187
0
5,62,219
2,00,87,820
1,19,925,815
Percentage of
Shareholding
50.75
5.20
3.99
19.11
3.73
0.00
0.47
16.75
100.00
(xii) Shareholding Pattern as on 31 March 2015:
Category of Shareholder
No. of
Shareholders
Promoters*
Mutual Funds
Banks and Financial Institutions
Foreign Institutional Investors
Bodies Corporate and Trusts
Director and Relatives
Foreign Nationals and NRIs
Indian Public
Total
7
131
28
243
1,110
0
1,178
50,371
53,068
* Includes 2,250 equity shares of ` 2/- each held by Mr. Nusli N Wadia, Promoter Director.
66
(xiii)Dematerialisation of Shares:
The Company’s shares are available for dematerialization with both the Depositories i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). 11,56,78,279 equity
shares representing 96.46% of the total equity capital were held in dematerialised form with NSDL and
CDSL as on 31 March 2015.
(xiv)Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion dates and likely impact
on equity: Not applicable.
(xv) Plant Locations:
Kolkata
15, Taratola Road, Kolkata, West Bengal.
Delhi
33, Lawrence Road, Delhi.(Closed during the year)
Uttarakhand
Plot No.1 Sector 1, Integrated Industrial Estate (IIE), Pant Nagar, Tehsil /
Taluk, Rudrapur Kichha, District Udham Singh Nagar, Uttarakhand.
Bihar
Industrial Area, EPIP, Hajipur, Dist. Vaishali, Bihar.
Orissa
F/21, Revenue Village Jemadei, Khurda Industrial Estate, Orissa.
Gujarat
Plot No. 23, G.I.D.C. Jhagadia Industrial Estate, Jhagadia, Gujarat.
(xvi)Address for Correspondence:
Executive Office
Registered Office
Prestige Shantiniketan, The Business Precinct,
Tower C, 16th & 17th Floor, Whitefield Main Road,
Mahadevpura Post, Bangalore-560048
Phone : (080)39400080
Fax : (080)25063229
5/1A, Hungerford Street,
Kolkata - 700 017.
Phone : (033) 22872439/2057
Fax : (033) 22872501
Contact Persons:Mr. Rajesh Arora /
Contact Persons:Mr. B K Guha /
Mr. Chirag Karia
Ms. Pousali Sinha
E-mail ID: rajesharora@britindia.com /
E-mail ID: bguha@britindia.com /
chirag@britindia.com
pousali@britindia.com
Note:
Pursuant to Clause 47(f) of the Listing Agreement, the Company has designated an E-mail ID exclusively for
registering complaints by investors and investors can reach the Company at investorrelations@britindia.com.
(xvii)Subsidiary Companies Monitoring Framework:
All the subsidiary companies of the Company are managed by their respective Boards having the rights and
obligations to manage these companies in the best interest of their stakeholders.
The Company monitors the performance of its subsidiary Companies, inter alia, by reviewing:
•
Financial Statements, in particular the investment made by the unlisted subsidiary companies,
statement containing all significant transactions and arrangements entered into by the unlisted
subsidiary companies forming part of the financials being reviewed by the Audit Committee of your
Company on a quarterly basis.
67
Information is provided to the Board members on a continuous basis for their information, review, inputs
and approval from time to time. More specifically, the Management presents our annual Strategic Plan
and Operating Plans of our businesses to the Board for their review, inputs and approval. Likewise, the
quarterly financial statements and annual financial statements are first presented to the Audit Committee
for its review, approval and subsequent recommendation to the Board of Directors for their approval.
In addition, important managerial decisions, material positive / negative developments and statutory
matters are presented to the Board and Committees of the Board for their approval. As a system, in most
cases, information to Directors is submitted along with the agenda papers well in advance of the Board
meeting.
(xxi)Code for Prevention of Insider Trading
CIN of the Company as allotted by the Ministry of Corporate Affairs, Government of India is
L15412WB1918PLC002964.
(xx) Information flow to the Board Members:
As stipulated by SEBI, a Practicing Company Secretary carries out the Audit of Reconciliation of Share
Capital to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) and the total issued and paid up capital. This audit
is carried out every quarter and the report there on is submitted to the Stock Exchanges, NSDL and CDSL
and is placed before the Board of Directors of the Company. The audit, inter alia, confirms that the total
issued and paid up capital of the Company is in agreement with the aggregate of the total number of shares
in dematerialized form held with NSDL and CDSL and total number of shares in physical form.
(xix)Corporate Identity Number (CIN):
Minutes of the meetings of the unlisted subsidiary companies, if any, are placed before the Company’s
Board regularly.
(xviii)Audit of Reconciliation of Share Capital:
•
In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, the
Company has a comprehensive Code of Conduct for Prohibition of Insider Trading in the Company’s
shares.
(xxii)Adoption, Compliance and Non-adoption of Non-mandatory requirements:
(a)
The Board:
The Company defrays expenses of the Non-Executive Chairman’s office incurred in the performance
of his duties.
The dates of appointment of Independent Directors are as follows:
Name of the Independent Director
Date of First Appointment
Mr. Avijit Deb
4 June 1996
29 March 2001
Mr. Keki Dadiseth
31 May 2006
Dr. Ajai Puri
30 April 2009
Mr. Nasser Munjee
17 August 2009
Dr. Vijay L Kelkar
28 May 2010
Mr. S S Kelkar
12 August 1998
Mrs. Ranjana Kumar
8 July 2014
68
(b) Shareholder Rights – furnishing of half-yearly results:
The Company’s quarterly and half yearly results are published in the newspapers and also uploaded
on its website - www.britannia.co.in. Therefore, no individual communication is sent to Shareholders
on the quarterly and half-yearly financial results. However, the Company furnishes the quarterly and
half-yearly results on receipt of a request from the Shareholders.
(c)
Audit Qualifications:
There are no qualifications in the Independent Auditor’s Report on the financial statements for the
year 2014-15.
(d) Separate posts of Chairman and CEO:
The Company has separate posts of Chairman and Managing Director.
(e) Reporting of Internal Auditors:
The Internal Auditors report directly to the Audit Committee.
Place: Mumbai
Date : 21 May 2015
69
DECLARATION
In compliance with the requirements of the Clause 49 of the Listing Agreement with the Stock Exchanges, this is to
confirm that all the Board Members and the Senior Management Personnel have affirmed compliance with the Code of
Conduct for the year ended 31 March 2015.
for Britannia Industries Limited
Varun Berry
Managing Director
Place: Mumbai
Date :21 May 2015
Auditors’ certificate on compliance with the conditions of
Corporate Governance under Clause 49 of the Listing Agreements
To the Members of Britannia Industries Limited
We have examined the compliance of conditions of
corporate governance by Britannia Industries Limited
(‘the Company’), for the year ended 31 March 2015, as
stipulated in Clause 49 of the listing agreement(s) of the
Company with the stock exchange(s) in India.
of corporate governance as stipulated in the above
mentioned listing agreement(s).
We further state that such compliance is neither an
assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the Management
has conducted the affairs of the Company.
The compliance of conditions of corporate governance is
the responsibility of the Management. Our examination
was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance
of the conditions of corporate governance. It is neither
an audit nor an expression of opinion on the financial
statements of the Company.
for B S R & Co. LLP
In our opinion and to the best of our information and
according to the explanations given to us, we certify
that the Company has complied with the conditions
Sunil Gaggar
Partner
Place: Bangalore Date :21 May 2015 70
Independent Auditor’s Report
To the Members of Britannia Industries Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial
statements of Britannia Industries Limited (“the Company”),
which comprise the balance sheet as at 31 March 2015, the
statement of profit and loss and the cash flow statement for the
year then ended and a summary of the significant accounting
policies and other explanatory information.
Management’s responsibility for the Standalone Financial
Statements
The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company
in accordance with the accounting principles generally accepted
in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to
fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are
required to be included in the audit report under the provisions
of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the financial
statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company’s preparation
of the financial statements that give a true and fair view in
order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on whether the Company has in place an adequate internal
financial controls system over financial reporting and the
operating effectiveness of such controls. An audit also includes
evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made
by the Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Act
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31March 2015
and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order,
2015 (“the Order”) issued by the Government of India in
terms of sub-section (11) of Section 143 of the Act, we
give in the Annexure a statement on the matters specified
in the paragraph 3 and 4 of the order to the extent
applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.
(c) The balance sheet, the statement of profit and loss,
and the cash flow statement dealt with by this
report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received
from the directors as on 31 March 2015 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2015 from
being appointed as a director in terms of Section
164 (2) of the Act.
(f) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of
pending litigations on its financial position
in its financial statements – Refer notes 27
(i) (a), 32 and 33 to the standalone financial
statements.
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses – Refer note 51 to the standalone
financial statements.
iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.
for B S R & Co. LLP
Firm Registration No: 101248W/W-100022
Place :Bangalore Date : 21 May 2015 71
Sunil Gaggar
Partner
Membership Number: 104315
Annexure to the Independent Auditor’s Report
With reference to the Annexure referred to in paragraph 1
in Report on Other Legal and Regulatory Requirements of
the Independent Auditor’s Report to the members of the
Company on the standalone financial statements for the
year ended 31 March 2015, we report that:
(i) (a)
The Company has maintained proper
records showing full particulars, including
quantitative details and situation of fixed
assets.
Act, the terms of arrangements do not stipulate
any repayment schedule and the loans are
repayable on demand. Accordingly, paragraph
4(iii)(b) of the Order is not applicable in
respect of repayment of the principal amount
for such loans.
(b) There are no overdue amounts of more
than rupees one lakh in respect of the loans
granted to the companies listed in the Register
maintained under Section 189 of the Act.
(b) The Company has a regular programme
of physical verification of its fixed assets
by which all fixed assets are verified in a
phased manner over a period of three years.
In our opinion, this periodicity of physical
verification is reasonable having regard to
the size of the Company and the nature of its
assets. Pursuant to the programme, a portion
of fixed assets have been physically verified
during the year and no material discrepancies
were observed on such verification.
(iv) In our opinion and according to the information
and explanations given to us, there is an adequate
internal control system commensurate with the size
of the Company and the nature of its business with
regard to purchase of inventories and fixed assets
and with regard to the sale of goods and services.
We have not observed any major weakness in the
internal control system during the course of the
audit.
(ii) (a) The inventory, except goods-in-transit and
stocks lying with third parties, has been
physically verified by the Management during
the year. In our opinion, the frequency of such
verification is reasonable. For stocks lying
with third parties at the year-end, written
confirmations have been obtained by the
Management.
(vi) The Central Government has not prescribed the
maintenance of cost records under Section 148(1)
of the Act for any of the products manufactured by
the Company.
(b) The procedures for the physical verification of
inventories followed by the Management are
reasonable and adequate in relation to the size
of the Company and the nature of its business.
(c) The Company is maintaining proper records
of inventories. The discrepancies noticed on
verification between the physical stocks and
the book records were not material.
(iii) The Company has granted loans to eight companies
covered in the Register maintained under Section
189 of the Companies Act, 2013 (‘the Act’).
(v) The Company has not accepted any deposits from
the public.
(vii) (a)
According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, amounts
deducted / accrued in the books of account in
respect of undisputed statutory dues including
Provident fund, Employees State Insurance,
Income-tax, Sales-tax, Wealth tax, Servicetax, Duty of customs, Duty of excise, Value
added tax and any other material statutory
dues have been regularly deposited during
the year by the Company with the appropriate
authorities.
According to the information and explanations
given to us, no undisputed amounts payable
in respect Provident fund, Employee State
Insurance, Income-tax, Sales-tax, Wealth
tax, Service-tax, Duty of customs, Duty of
excise, Value added tax and any other material
statutory dues were in arrears, as at 31 March
2015, for a period of more than six months
from the date they became payable.
(a) In the case of the loans granted to the
companies listed in the Register maintained
under Section 189 of the Act, the borrowers
have been regular in the payment of the
principal and interest wherever stipulated.
For loans to three companies covered in the
Register maintained under Section 189 of the
72
(b) According to the information and explanations given to us, there are no dues which have not been deposited
by the Company on account of disputes except for the following:
Statute/ Nature of dues
Excise duty
(including service tax)
Sales tax/ Value added tax
Customs duty
Income tax
Amount* (`)
Period to which
the amount relates
Forum where dispute is pending
12,792,532
1998-2001
Supreme Court
3,193,688
1994
High Court(s)
213,075,737
1980-2011
CESTAT(s)
191,640,329
1992-2014
Appellate Authority up to Commissioner’s level
124,493,112
1998-2015
Supreme Court
385,364,167
1989-2015
High Court(s)
63,293,922
1996-2012
Tribunal(s)
397,380,455
1997-2015
7,833,410
2004-2014
CESTAT
382,701,849
1991-2005
High Court
30,640,051
1990-2009
Tribunal
217,090,510
2007-2011
*The amounts disclosed are net of payments and include interest and penalties, wherever applicable.
(c) According to the information and explanations
given to us the amounts which were required
to be transferred to the investor education
and protection fund in accordance with the
relevant provisions of the Companies Act,
1956 and rules framed thereunder has been
transferred to such fund within time.
(viii) The Company does not have any accumulated losses
at the end of the financial year and has not incurred
cash losses in the financial year and in the immediately
preceding financial year.
which the Company has given guarantees for loans taken
by others from banks or financial institutions are not
prejudicial to the interest of the Company.
(xi) According to the information and explanations given to
us, the Company has not taken any term loan during the
year.
(xii) According to the information and explanations given to
us, no material fraud on or by the Company has been
noticed or reported during the year.
(ix) In our opinion and according to the information and
explanations given to us, the Company has not defaulted
in repayment of dues to debenture holders. The Company
did not have any outstanding dues to any bank or financial
institution.
(x) In our opinion and according to the information and
explanations given to us, the terms and conditions on
for B S R & Co. LLP
Place: Bangalore Date:21 May 2015 73
Sunil Gaggar
Partner
Balance sheet
As at
I. EQUITY AND LIABILITIES
(1) Shareholders’ funds
(a) Share capital
(b) Reserves and surplus
II.
Note No.
2
3
31 March 2015
` in crores
31 March 2014
23.99
1,211.63
1,235.62
3.57
23.99
829.47
853.46
4.28
(2)
Capital subsidy
48
(3)
Non-current liabilities
(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
4
5
6
(4)
Current liabilities
(a) Trade payables
(b) Other current liabilities
(c) Short-term provisions
0.73
19.62
20.35
0.34
9.16
18.77
28.27
7
8
9
615.21
176.33
410.91
1,202.45
2,461.99
484.68
148.37
325.38
958.43
1,844.44
513.24
12.70
48.22
574.16
273.14
21.11
127.15
37.12
529.81
15.85
97.22
642.88
228.95
100.43
12.12
387.90
345.74
70.98
186.67
438.02
1,429.31
2,461.99
144.04
366.86
53.69
65.78
229.69
860.06
1,844.44
ASSETS
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(2)
10
(b) Non-current investments
(c) Deferred tax asset (net)
(d) Long-term loans and advances
(e) Other non-current assets
Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and bank balances
(e) Short-term loans and advances
11
5
12
13
14
15
16
17
18
Significant accounting policies
See accompanying notes to financial statements
As per our report of even date attached
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
1
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
: Amlan Datta Majumdar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
74
Statement of profit and loss
For the year ended
I. Revenue from operations
Sale of products
Less: Excise duty
Net sale of products
Other operating revenues
Note No.
19
II. Other income
III. Total revenue (I + II)
IV. Expenses:
Raw materials including packaging materials consumed
Purchase of stock-in-trade
Changes in inventories of finished goods, work-in-progress and
stock-in-trade
Employee benefits expense
Finance costs
Depreciation and amortisation
Other expenses
Total expenses
V. Profit before exceptional and extraordinary items and tax (III - IV)
VI. Exceptional items profit / (loss)
VII. Profit before tax (V + VI)
VIII.Tax expense:
(1) Current tax
Income tax
(2) Deferred tax charge / (credit)
IX. Profit for the year (VII - VIII)
X. Earnings per equity share [Refer note 42]
(1) Basic [nominal value of ` 2/- each]
(2) Diluted [nominal value of ` 2/- each]
Weighted average number of equity shares used in computing
earnings per share:
- Basic
- Diluted
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
20
21
22
23
24
10
25
26
1
31 March 2015
` in crores
31 March 2014
7,269.26
(168.80)
7,100.46
75.53
7,175.99
87.53
7,263.52
6,347.85
(115.76)
6,232.09
75.30
6,307.39
34.82
6,342.21
3,592.99
749.33
(25.48)
3,165.53
656.78
(12.58)
176.79
1.21
117.27
1,910.86
6,522.97
740.55
142.06
882.61
172.45
5.44
63.38
1,728.59
5,779.59
562.62
(20.00)
542.62
285.68
(25.48)
622.41
177.25
(4.46)
369.83
51.90
51.89
30.87
30.87
119,925,815
119,942,424
119,799,171
119,799,171
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
75
Cash flow statement
For the year ended
Cash flows from operating activities
Profit before tax
Adjustments for:
Profit on sale of investments, net
Profit on sale of fixed assets, net
Provision for diminution in value of investment
Dividend income
Interest income
Interest expense
Operating profit before working capital changes
(Increase) / decrease in inventories
(Increase) / decrease in trade receivables
(Increase) / decrease in loans and advances and other assets
(Increase) / decrease in bank balances (other than cash and cash equivalents)
Increase / (decrease) in liabilities and provisions
Cash generated from operations
Income taxes paid, net of refund
Net cash provided by operating activities
Cash flows from investing activities
Purchase of fixed assets (including finance leased assets)
Proceeds from sale of fixed assets
Purchase of investments, net
Inter-corporate deposits placed
Inter-corporate deposits redeemed
Loans given to subsidiaries
Loans repaid by subsidiaries
Interest received
Dividend received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from / (repayment) of secured loans, net
Interest paid
Proceeds from share allotment
Repayment of unsecured loans, net
Dividend paid including tax thereon
Net cash used in financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (Refer note below)
76
31 March 2015
` in crores
31 March 2014
882.61
542.62
117.27
(38.53)
(153.84)
4.00
(0.22)
(45.84)
1.21
766.66
21.12
(17.29)
40.93
(175.12)
173.42
809.72
(294.39)
515.33
63.38
(3.47)
(9.38)
20.00
(0.27)
(20.00)
5.44
598.32
(35.37)
23.43
19.55
4.59
185.86
796.38
(181.87)
614.51
(88.04)
162.44
(253.52)
(355.00)
105.00
(19.94)
28.38
36.17
0.22
(384.29)
(98.59)
10.20
(109.92)
(50.00)
(8.69)
9.50
19.89
0.27
(227.34)
0.44
(0.43)
(168.12)
(168.11)
(37.07)
54.69
17.62
(4.66)
(6.08)
13.52
(209.32)
(118.92)
(325.46)
61.71
(7.02)
54.69
Cash flow statement (CONTINUED)
For the year ended
Note:
Cash and cash equivalents at the end of the year
Book overdraft [Refer note 8]
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
31 March 2015
` in crores
31 March 2014
30.57
(12.95)
17.62
59.80
(5.11)
54.69
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
77
Notes to financial statements
Note1 Significant accounting policies
(a) Basis of accounting and preparation of financial statements
The financial statements are prepared under the historical cost convention, on the accrual basis of accounting
to comply in all material aspects with the applicable accounting principles in India, the mandatory Accounting
Standards (‘AS’) as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the
Companies (Accounts) Rules, 2014, the relevant provisions of the Act, the guidelines issued by the Securities and
Exchange Board of India (‘SEBI’) and the Companies Act, 1956 to the extent relevant.
(b)Use of estimates
The preparation of the financial statements, in conformity with generally accepted accounting principles in
India, requires that the Management makes estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent liabilities as at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Any revision to accounting estimates is recognised prospectively in current and future periods.
(c) Fixed assets
Tangible assets
Tangible assets are stated at their cost of acquisition or construction less accumulated depreciation. Cost includes
inward freight, duties, taxes and expenses incidental to acquisition and installation or construction, net of
CENVAT and VAT credit, where applicable.
The cost of the fixed assets not ready for their intended use before such date, are disclosed as capital work-inprogress.
Intangible assets
Intangible assets are stated at cost of acquisition less accumulated amortisation.
(d)Depreciation and amortisation
Depreciation in respect of all the assets is provided on straight line method over the useful lives of assets estimated
by the Company. Depreciation for assets purchased / sold during the period is proportionately charged. Intangible
assets are amortised over their respective individual estimated useful lives on a straight line basis, commencing
from the date the asset is available to the Company for its use. The Company estimates the useful life of fixed
assets as follows:
Assets classification
Useful life
Plant and equipment *
7.5 - 15 years
Furniture and fixtures
10 years
Motor vehicles
8 years
Computer software
6 years
Office equipment
3 - 5 years
Buildings
60 years
Leasehold land
Lease period
Moulders, cutters and spare parts *
1 year
* The Company believes the useful lives as given above best represent the useful life of these assets based on
internal assessment where necessary, which is different from the useful lives as prescribed under Part C of
Schedule II of the Companies Act, 2013.
78
Notes to financial statements (continued)
(e) Impairment of assets
The Company assesses at each balance sheet date whether there is any indication that an asset, including
intangible, may be impaired. If any such indication exists, the Company estimates the recoverable amount of the
asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which
the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The
reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance
sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable
amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable
historical cost. An impairment loss is reversed only to the extent that the carrying amount of asset does not
exceed the net book value that would have been determined, if no impairment loss had been recognised.
(f)Leases
Assets acquired under lease where the Company has substantially all the risks and rewards of ownership are
classified as finance lease. Such leases are capitalised at the inception of lease at lower of the fair value and
present value of minimum lease payments. Assets taken on finance lease are depreciated over their estimated
useful life or the lease term whichever is lower.
Assets acquired under lease where the significant portion of risks and rewards of ownership are retained by the
lessor are classified as operating lease. Lease rentals are charged to the statement of profit and loss on accrual
basis.
(g)Inventories
Inventories are valued at the lower of cost (including prime cost, excise duty and other overheads incurred
in bringing the inventories to their present location and condition) and estimated net realisable value, after
providing for obsolescence, where appropriate. The comparison of cost and net realisable value is made on an
item-by-item basis. The net realisable value of materials in process is determined with reference to the selling
prices of related finished goods. Raw materials, packing materials and other supplies held for use in production
of inventories are not written down below cost except in cases where material prices have declined, and it is
estimated that the cost of the finished products will exceed their net realisable value.
The provision for inventory obsolescence is assessed regularly based on estimated usage and shelf life of products.
Raw materials, packing materials and stores and spares are valued at cost computed on moving weighted average
basis. The cost includes purchase price, inward freight and other incidental expenses net of CENVAT and VAT
credit, where applicable.
Work-in-progress is valued at input material cost plus conversion cost as applicable.
Stock-in-trade is valued at the lower of net realisable value and cost (including prime cost and other overheads
incurred in bringing the inventories to their present location and condition), computed on a moving weighted
average basis.
Finished goods are valued at lower of net realisable value and prime cost, excise duty and other overheads
incurred in bringing the inventories to their present location and condition.
(h) Trade receivables and loans and advances
Trade receivables and loans and advances are stated after making adequate provision for doubtful receivables and
loans and advances.
(i)Investments
Long-term investments are stated at cost. A provision for diminution is made to recognise a decline, other than
temporary, in the value of long-term investments.
Current investments are stated at lower of cost and fair value for each investment individually.
79
(j)
Revenue recognition
Revenue from sale of goods and sale of scrap is recognised on transfer of all significant risks and rewards of
ownership to the buyer. The amount recognised as sale is exclusive of sales tax and net of trade discounts and
sales returns. Sales are presented both gross and net of excise duty.
Income from royalty is accounted based on contractual agreements.
Dividend income is accounted for in the year in which the right to receive the same is established.
Interest on investments and deposits is booked on a time-proportion basis taking into account the amounts
invested and the rate of interest.
(k) Foreign currency transactions
Transactions in foreign currency are recorded at exchange rates prevailing on the respective dates of the relevant
transactions. Monetary assets and liabilities denominated in foreign currency are restated at the exchange rates
prevailing at the balance sheet date. The gains or losses resulting from such transactions are adjusted to the
statement of profit and loss. Non-monetary assets and non-monetary liabilities denominated in foreign currency
and measured at fair value / net realisable value are translated at the exchange rate prevalent at the date when the
fair value / net realisable value was determined. Non-monetary assets and non-monetary liabilities denominated
in foreign currency and measured at historical cost are translated at the exchange rate prevalent on the date of
transaction.
The Company uses foreign exchange forward contracts to cover its exposure towards movements in foreign
exchange rates. The use of foreign exchange forward contracts reduces the risk of fluctuations in exchange rate
movements for the Company. The Company does not use the foreign exchange forward contract for trading or
speculative purposes.
Premium or discount arising at the inception of the forward contracts against the underlying assets is amortised
as expense or income over the life of the contract. Exchange differences on forward contracts are recognised in
the statement of profit and loss in the reporting period in which the exchange rates change.
(l)Derivative contracts
Based on the principle of prudence as provided in Accounting Standard 1 - “Disclosure of Accounting Policies”,
the Company assesses losses, if any, by marking to market all its outstanding derivative contracts [other than
those accounted under Accounting Standard 11 - “Effects of Changes in Foreign Exchange Rates” (Refer point (k)
above)] at the balance sheet date and provides for such losses. The net gain, if any, based on the said evaluation
is not accounted for in line with the ICAI notification issued in March 2008 in relation to such transactions.
(m) Taxes on income
Income-tax expense comprises current tax (i.e. amount of tax for the year determined in accordance with the
Income-tax laws) and deferred tax charge or credit (reflecting the tax effects of timing differences between
accounting income and taxable income for the year). Deferred tax in respect of timing differences which originate
during the tax holiday period but reverse after the tax holiday period is recognised in the year in which the timing
differences originate. For this purpose the timing differences, which originate first are considered to reverse first.
The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using
the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets
are recognised only to the extent where there is reasonable certainty that the assets can be realised in future;
however, where there is unabsorbed depreciation or carried forward business loss under taxation laws, deferred
tax assets are recognised only if there is a virtual certainty of realisation of such assets.
Deferred tax assets / liabilities are reviewed at each balance sheet date and written-down or written-up to reflect
the amount that is reasonably / virtually certain (as the case may be) to be realised.
80
The Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and
liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net
basis.
Minimum Alternative Tax (‘MAT’) credit is recognised as an asset only when and to the extent there is convincing
evidence that the Company will pay normal income-tax during the specified period. In the year in which the
MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in
the guidance note issued by Institute of Chartered Accountants of India (‘ICAI’), the said asset is created by way
of a credit to the statement of profit and loss. The Company reviews the same at each balance sheet date and
writes down the carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence
to the effect that Company will pay normal income-tax during the specified period.
(n)Employee benefits
(i)
Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified
as short-term employee benefits, which include benefits like salaries, wages, short-term compensated
absences and performance incentives and are recognised as expenses in the period in which the employee
renders the related service.
(ii) Post-employment benefits
Contributions to defined contribution schemes such as Provident Fund, Pension Fund, etc., are recognised
as expenses in the period in which the employee renders the related service. In respect of certain employees,
Provident Fund contributions are made to a Trust administered by the Company. The interest rate payable
to the members of the Trust shall not be lower than the statutory rate of interest declared by the Central
Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall,
if any, shall be made good by the Company. In respect of contributions made to government administered
Provident Fund, the Company has no further obligations beyond its monthly contributions. The Company
also provides for post-employment defined benefit in the form of gratuity and medical benefits. The cost
of providing benefit is determined using the projected unit credit method, with actuarial valuation being
carried out at each balance sheet date.
The Britannia Industries Limited Covenanted Staff Pension Fund Trust (‘BILCSPF’) and Britannia Industries
Limited Officers’ Pension Fund Trust (‘BILOPF’) were established by the Company to administer pension
schemes for its employees. These trusts are managed by the Trustees. The Pension Scheme is applicable to
all the managers and officers of the Company who have been employed up to the date of 15 September 2005
and any manager or officer employed after that date, if he has opted for the membership of the Scheme. The
Company makes a contribution of 15% of basic salary in respect of the members, each month to the trusts.
On retirement, subject to the vesting conditions as per the rules of the trust, the member becomes eligible
for pension, which is paid from annuity purchased in the name of the member by the trusts.
(iii) Other long-term employee benefits
All employee benefits (other than post-employment benefits and termination benefits) which do not fall
due wholly within twelve months after the end of the period in which the employees render the related
services are determined based on actuarial valuation carried out at each balance sheet date. Provision for
compensated absences is based on actuarial valuation carried out as at 1 January every year.
(iv) Voluntary retirement scheme benefits
Voluntary retirement scheme benefits are recognised as an expense in the year they are incurred.
81
(o)Employee share based payments
The Company measures compensation cost relating to employee stock options using the intrinsic value method.
Compensation expense, if any, is amortised over the vesting period of the option on a straight line basis.
(p) Provisions and contingent liabilities
A provision is recognised when the Company has a present obligation as a result of past events, for which it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made. Provisions are reviewed regularly and are adjusted where necessary to
reflect the current best estimate of the obligation. When the Company expects a provision to be reimbursed, the
reimbursement is recognised as a separate asset only when reimbursement is virtually certain.
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that
may probably not require an outflow of resources. When there is a possible or a present obligation where the
likelihood of outflow of resources is remote, no provision or disclosure is made.
Provision for onerous contracts, i.e. contracts where the expected unavoidable cost of meeting the obligations
under the contract exceed the economic benefits expected to be received under it, are recognised when it is
probable that an outflow of resources embodying economic benefits will be required to settle a present obligation
as a result of an obligating event based on a reliable estimate of such obligation.
(q)Earnings per share
Basic Earnings Per Share (‘EPS’) is computed by dividing the net profit attributable to the equity shareholders
by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is
computed by dividing the net profit by the weighted average number of equity shares considered for deriving
basic earnings per share and also the weighted average number of equity shares that could have been issued upon
conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity
shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The
number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for
the share splits.
(r)
Cash flow statement
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
The cash flows from regular revenue generating (operating activities), investing and financing activities of the
Company are segregated.
(s) Borrowing costs
Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take a
substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are accounted
as an expense in the statement of profit and loss.
(t)
Capital subsidy
Capital subsidy related to depreciable fixed assets is treated as deferred income and recognised in the statement
of profit and loss on a systematic basis over the useful life of the asset.
(u) Government grants related to revenue
Government grants related to revenue are recognised in the statement of profit and loss on a systematic basis over
the periods to which they relate.
(v) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid
investments with original maturities of three months or less.
82
` in crores
As at
31 March 2015
31 March 2014
50.00
50.00
23.99
23.99
23.99
23.99
Note 2 - Share capital
Authorised
Equity shares
[250,000,000 equity shares of ` 2/- each (previous year: 250,000,000
equity shares of ` 2/- each)]
Issued, subscribed and paid up
Equity shares fully paid
equity shares of ` 2/- each)]*
* Of the total fully paid up equity shares: 60,866,095 equity shares of `
2/- each (previous year: 60,866,095 equity shares of ` 2/- each) are held
by the subsidiaries of The Bombay Burmah Trading Corporation Limited,
the ultimate holding company [Refer note (a) below]
Rights, preferences and restrictions attached to the equity shares:
-
The Company has only one class of shares referred to as equity shares
having a par value of ` 2/-. Each holder of equity shares is entitled to one
vote per share.
-
The Company declares and pays dividends in Indian rupees. The dividend
proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting.
-
During the year ended 31 March 2015, the amount of per share dividend
recognised as distributions to equity shareholders is ` 16/- (previous year:
` 12/-). The total dividend appropriation for the year ended 31 March
2015 amounted to ` 230.94 (previous year: ` 168.37) including corporate
dividend tax of ` 39.06 (previous year: ` 24.46).
-
In the event of liquidation of the Company, the holders of equity shares
will be entitled to receive any of the remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
Details of shareholders holding more than 5% of total number of shares,
including amount [Refer note (b) below].
Reconciliation of the number of shares outstanding at the beginning and at the
end of the reporting year [Refer note (c) below].
Under the Britannia Employee Stock Option Scheme the total number of
options that can be granted is 875,000. Out of this, 525,000 options have been
granted and 475,000 options exercised. Allotment details: 75,000 shares were
allotted on 21 September 2012 at an exercise price of ` 191.06/-; 75,000 shares
were allotted on 2 April 2013 at an exercise price of ` 305.63/-; 100,000 shares
were allotted on 11 June 2013 at an exercise price of ` 333.71/-; 125,000 shares
were allotted on 24 July 2013 at an exercise price of ` 391.75/- and 100,000
shares were allotted on 5 December 2013 at an exercise price of ` 528.75/[Refer note (d) below].
83
` in crores
Notes:
(a) Shares in respect of equity in the Company held by its holding or ultimate holding company, including shares
held by subsidiaries or associates of the holding company or the ultimate holding company in aggregate:
Holding company
Associated Biscuits International Limited (ABIL), UK
Subsidiaries of holding company
Bannatyne Enterprises Pte Limited, Singapore
Dowbiggin Enterprises Pte Limited, Singapore
Nacupa Enterprises Pte Limited, Singapore
Spargo Enterprises Pte Limited, Singapore
Valletort Enterprises Pte Limited, Singapore
(b)
(c)
31 March 2015
Number of
Amount
shares
31 March 2014
Number of
Amount
shares
53,904,500
10.78
53,904,500
10.78
1,391,555
1,392,510
1,392,510
1,392,510
1,392,510
60,866,095
0.28
1,391,555
0.28
1,392,510
0.28
1,392,510
0.28
1,392,510
0.28
1,392,510
12.18 60,866,095
0.28
0.28
0.28
0.28
0.28
12.18
Details of shareholders holding more than 5% of total number of equity shares:
31 March 2015
Number of
% holding
shares
53,904,500
44.95%
Arisaig Partners (Asia) Pte Ltd.
6,452,404
5.38%
31 March 2014
Number of
% holding
shares
53,904,500
44.95%
10,671,488
8.90%
Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year:
31 March 2015
31 March 2014
Number of
Amount Number of
Amount
shares
shares
Opening balance at the beginning of the reporting year 119,925,815
23.99 119,525,815
23.91
Shares issued during the reporting year
400,000
0.08
Closing balance at the end of the reporting year
119,925,815
23.99 119,925,815
23.99
(d) During the financial year 2008-09, the Company introduced Britannia Industries Limited Employee Stock Option
Scheme (‘the Scheme’). As per the Scheme, the Remuneration / Compensation Committee grants options to the
employees and Executive Directors of the Company. The vesting period of the option is one year from the date of
grant. Options granted under the Scheme can be exercised within a period of three years from the date of vesting.
Exercise of an option is subject to continued employment.
Under the Scheme, the Company granted 15,000 options on 29 October 2008 at an exercise price of ` 1,125.30/-;
15,000 options on 27 May 2009 at an exercise price of ` 1,698.15/-; 20,000 options on 27 May 2010 at an exercise
price of ` 1,668.55/-; 125,000 options on 27 May 2011 at an exercise price of ` 391.75/- and 100,000 options on
28 May 2012 at an exercise price of ` 528.75/- to the Managing Director of the Company. Each option represents
one equity share of ` 10/- each (for options granted between the years 2008 to 2010) and one equity share of `
2/- each (for options granted after the year 2010). The said price was determined in accordance with the pricing
formula approved by the shareholders i.e. the latest available closing price, prior to the date of the meeting of
the Board of Directors or Remuneration / Compensation Committee in which options were granted, on the stock
exchange having higher trading volume.
Exercise prices as stated above are adjusted downwards by ` 170/- per share for options granted on 29 October
2008 and 27 May 2009, being the face value of bonus debentures issued pursuant to the Scheme of Arrangement
approved by the Honourable Calcutta High Court on 11 February 2010.
The number of options have been appropriately adjusted, consequent upon the sub-division of the equity shares
[Refer note (e) below].
The Company had not granted options during the year 2013-14. The Company has further granted 50,000
options on 26 May 2014 at an exercise price of ` 870.35/- to the Managing Director of the Company.
84
` in crores
(e)
Method used for accounting of share based payment plan:
The Company has used intrinsic value method to account for the compensation cost of stock options to
employees and Executive Directors of the Company. Intrinsic value is the amount by which the quoted market
price of the underlying share exceeds the exercise price (without considering the impact of ` 170/- on account of
issue of bonus debentures) of the option. Since the options under the Scheme were granted at the market price,
the intrinsic value of the option is ` Nil. Consequently the accounting value of the option (compensation cost)
is also ` Nil.
Movement in the options under the scheme:
31 March 2015 31 March 2014
Options outstanding at the beginning of the year
325,000
Options granted during the year
50,000
Options vested during the year
100,000
Options exercised during the year
325,000
Shares allotted against options exercised during the year
400,000
Options lapsed during the year
Shares under option at the end of the year
50,000
Options exercisable at the end of the year
870.35
Weighted average price per option (`)
Fair Value Methodology:
Options have been valued based on Fair Value method of accounting as described under guidance note on
Accounting for Employee Share-based Payments using Black Scholes valuation option-pricing model, using the
market values of the Company’s shares as quoted on the National Stock Exchange.
The key assumptions used in Black-Scholes model for calculating fair value of options under the scheme as on
the date of grant are as follows:
Particulars
31 March 2015 31 March 2014
No. of options granted
50,000
Date of grant
26 May 2014
Vesting period (years)
1
Expected life of option (years)
3
Expected volatility
22.56%
Risk free rate
8.57%
Expected dividends expressed as a dividend yield
1.84%
206.18
Weighted-average fair values of options per share (`)
Had the compensation cost for the Scheme been determined based on fair value approach, the Company’s net
profit and earnings per share would have been as per the pro-forma amounts indicated below:
Particulars
31 March 2015 31 March 2014
Net profit (as reported)
622.41
369.83
Less: Stock-based compensation expense determined under fair
0.88
0.21
value based method net of Intrinsic Value (without considering tax
impact)
Net profit (pro-forma) considered for computing EPS (pro-forma)
621.53
369.62
51.90
30.87
Basic earnings per share (as reported) (`)
51.83
30.85
Basic earnings per share (pro-forma) (`)
51.89
30.87
Diluted earnings per share (as reported) (`)
51.82
30.85
Diluted earnings per share (pro-forma) (`)
In the Annual General Meeting held on 9 August 2010, the shareholders of the Company approved the subdivision of equity shares, where in each equity share with a face value of ` 10/- has been subdivided into 5 equity
shares with a face value of ` 2/- each. The effective date for the sub-division was 10 September 2010.
85
` in crores
Note 3 - Reserves and surplus
Balance at the beginning of the year
Additions:
Net profit after tax transferred from the
statement of profit and loss
Transfer from surplus
Deductions:
Transfer to general reserve
Proposed dividend *
Tax on proposed dividend
Fixed assets charged off due to change in
useful life as per Companies Act, 2013 #
Balance at the end of the year
General
reserve
Capital
redemption
reserve
Capital Securities
reserve premium
Surplus
As at
31 March
2015
316.78
3.96
0.43
17.15
491.15
829.47
62.24
379.02
3.96
0.43
17.15
622.41
1,113.56
622.41
62.24
1,514.12
-
-
-
-
62.24
191.88
39.06
62.24
191.88
39.06
379.02
3.96
0.43
17.15
9.31
811.07
9.31
1,211.63
* The Board of Directors of the Company has recommended a dividend of ` 16/- per share of face value of ` 2/amounting to ` 191.88 for the year ended 31 March 2015.
# Net of deferred taxes of ` 4.81[also refer note 10]
General
Capital
Capital Securities Surplus
As at
reserve redemption
reserve premium
31 March
reserve
2014
279.80
3.96
0.43
1.42
326.89
612.50
Additions:
369.83
369.83
36.98
36.98
On issue of equity shares
15.73
15.73
316.78
3.96
0.43
17.15
696.72 1,035.04
Deductions:
36.98
36.98
Proposed dividend *
143.91
143.91
24.46
24.46
Dividend for previous year on equity shares
issued under ESOS after the year end
0.19
0.19
Tax on dividend for previous year on
equity shares issued under ESOS after the
year end
0.03
0.03
316.78
3.96
0.43
17.15
491.15
829.47
* The Board of Directors of the Company had recommended a dividend of ` 12/- per share of face value of ` 2/amounting to ` 143.91 for the year ended 31 March 2014.
As at
Note 4 - Long-term borrowings
Secured
Long-term maturities of finance lease obligations
[Refer note 8 (a) for details of maturity period, repayment terms and rate of
interest]
[Secured by hypothecation of assets (vehicles) taken on lease]
86
31 March 2015
31 March 2014
0.73
0.34
0.73
0.34
` in crores
Note 5 - Deferred tax assets / liabilities (net)
Disclosure as per Accounting Standard 22 - “Accounting for Taxes on Income” - Major components of deferred tax
assets and liabilities on account of timing differences are as follows:
As at
31 March 2015
Voluntary retirement scheme, terminal compensation benefits
Statutory payments
Provisions allowed on payments, write off
Asset
3.73
31.46
7.20
42.39
21.11
As at
Note 6 - Other long-term liabilities
Deposits from customers
Note 7 - Trade payables
Due to micro and small enterprises [Refer note below]
Others
Note:
There are no material dues owed by the Company to Micro and Small
enterprises, which are outstanding for more than 45 days during the year and
as at 31 March 2015. This information as required under the Micro, Small and
Medium Enterprises Development Act, 2006 has been determined to the extent
such parties have been identified on the basis of information available with the
Company and has been relied upon by the auditors.
The amounts remaining unpaid to micro and small suppliers as at the end of
the year:
- Principal
- Interest
The amount of interest paid by the Company as per the MSMED Act, 2006.
The amount of the payments made to micro and small suppliers beyond the
appointed day during each accounting year
The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each
accounting year.
The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purposes of disallowance as a deductable
expenditure under the MSMED Act, 2006
87
31 March 2014
Liability
21.28
21.28
Asset
2.16
23.78
6.13
32.07
Liability
41.23
41.23
9.16
31 March 2015
31 March 2014
19.62
19.62
18.77
18.77
5.19
610.02
615.21
4.53
480.15
484.68
5.19
-
4.53
-
-
-
-
-
-
-
` in crores
As at
Note 8 - Other current liabilities
Current maturities of finance lease obligations [Refer note (a) below]
Interest accrued but not due
Unclaimed debenture interest *
Unpaid dividend *
Unclaimed debenture redemption balance *
Other payables:
- Book overdraft
- Advance from customers
- Creditors for capital goods
- Statutory related liabilities (VAT, TDS, PF, etc.)
- Other liabilities
31 March 2015
31 March 2014
0.24
1.02
0.46
2.73
1.16
0.11
0.23
0.47
2.48
1.24
12.95
13.45
14.37
57.92
72.03
176.33
5.11
16.04
10.55
50.82
61.32
148.37
* Investor Education and Protection Fund shall be credited when due.
Note:
(a) Rate of interest for finance lease obligations ranges from 13.6% to 19.2% per annum.
Number of repayment installments (quarterly) for lease obligations ranges from 12 to 20.
Period of maturity for the lease obligations ranges from 5 months to 5 years.
As at
Note 9 - Short-term provisions
Provision for employee benefits
Others:
Excise and service tax related issues (a)
Sales tax and other issues (a)
Trade and other issues (a)
Provision for income tax
Proposed dividend
(a)
Refer note 32.
88
31 March 2015
31 March 2014
7.66
8.11
51.68
61.67
20.79
38.17
191.88
39.06
410.91
39.36
48.51
19.00
42.03
143.91
24.46
325.38
Intangible assets
Own assets
Trademarks
Designs
Computer software
89
(a)
(b)
0.67
0.67
120.97
158.72
0.80
120.3
0.62
913.25
0.03
0.01
26.04
26.08
939.33
784.22
53.58
52.46
8.42
0.46
4.58
61.55
29.26
145.10
626.43
12.69
0.93
36.67
As at
1 April
2014
59.59
3.61
0.23
59.59
0.02
4.87
53.89
0.21
0.30
0.07
Gross block at cost
Additions Deletions
0.03
0.01
26.71
26.75
1,000.71
939.33
1.19
973.96
61.53
29.26
193.81
625.00
20.90
1.09
41.18
As at
31 March
2015
10.23
10.23
393.67
332.54
0.29
383.44
1.09
26.21
323.05
5.23
0.28
27.29
3.82
3.82
132.08(c)
63.92
0.23
128.26
0.31
5.87
114.93
1.56
0.22
5.14
50.99
2.79
0.14
50.99
3.31
47.15
0.19
0.13
0.07
14.05
14.05
474.76
393.67
0.38
460.71
1.40
28.77
390.83
6.60
0.37
32.36
Accumulated depreciation and amortisation
As at
Charge On deletions
As at
1 April
for the
during the
31 March
2014
year
year
2015
0.03
0.01
15.81
15.85
545.66
97.22
642.88
48.22
574.16
0.33
529.81
61.55
28.17
118.89
303.38
7.46
0.65
9.38
0.03
0.01
12.66
12.70
525.94
0.81
513.24
61.53
27.86
165.04
234.16
14.30
0.72
8.82
` in crores
Net block
As at
As at
31 March 31 March
2015
2014
(c)
Depreciation charge for the year
Transfer from capital subsidy [Refer note 1 (t) and 48]
Fixed assets charged off due to change in useful life as
per the Companies Act, 2013
Net depreciation charge for the year
Depreciation:
31 March
2014
63.92
(0.54)
-
63.38
31 March
2015
132.08
(0.71)
(14.10)
117.27
Notes:
(a) Agreement in respect of leasehold land at one factory (previous year: one factory) is in the process of renewal.
(b) Buildings include fully paid unquoted shares and bonds in respect of ownership of flats in 1 Co-operative Housing Societies (previous year: 1 Co-operative
Housing Societies); 10 shares (previous year: 10 shares) of ` 50/- each.
Total
Previous year
Add: Capital work-in-progress
Tangible assets
Own assets
Freehold land
Leasehold land
Buildings Plant and equipment
Motor vehicles
Office equipment
Leased assets
Motor vehicles
Description
Note 10 - Fixed assets
(d)
Increase/ (decrease) in depreciation expenses
Particulars
10.96
2015-16
After
2015-16
(64.10)
` in crores
During the year ended 31 March 2015, the management based on internal technical evaluation reassessed the remaining useful life of assets primarily consisting
of Buildings and Plant and equipment with effect from 01 April 2014, accordingly the useful lives of certain assets required a change from the previous estimates.
The earlier and revised useful lives are as below:
Category of asset
Earlier useful life
Revised useful life
(Years)
(Years)
Buildings
60 - 65 years
60 years
Pland and equipment
10 - 20 years
7.5 - 15 years
Furniture & fixtures
15 years
10 years
Motor vehicles
5 years
8 years
Computer software
6 years
6 years
Office equipment
5 years
3 - 5 years
Moulders, cutters and spare parts
10 - 20 years
1year
Had the Company continued with the previously assessed useful lives, charge for depreciation for the year ended 31 March 2015 would have been lower by
` 53.14 for the assets held at 1 April 2014. The revision of the useful lives will result in the following changes in the depreciation expenses as compared to the
original useful lives of assets:
90
` in crores
Note 11 - Non-current investments
Face value
per share
/ unit
At cost less provision for other than temporary
diminution
Trade investments
Unquoted
(i) Investments in equity instruments (fully paid)
Subsidiaries
Sunrise Biscuit Company Private Limited
Ganges Vally Foods Private Limited
J B Mangharam Foods Private Limited
International Bakery Products Limited
Boribunder Finance and Investments
Private Limited
Britannia Dairy Holdings Private Limited,
Mauritius
Daily Bread Gourmet Foods (India) Private
Limited
Less: Provision for diminution in value of
investments (Refer note (a) below)
Britannia and Associates (Mauritius)
Less: Provision for diminution in value of
investments
Associates
Nalanda Biscuits Company Limited
(ii) Investments in preference shares (fully paid)
Subsidiaries
Britannia Dairy Private Limited - 10% Noncumulative Redeemable preference shares
Mauritius - Class C - preference shares
Units / Nos.
As at
As at
31 March 31 March
2015
2014
` 10 14,049,650 14,049,650
252,000
252,000
` 10
354,136
354,136
` 10
370,009
255,000
` 10
375,001
` 10 4,875,001
` 10 5,779,999 5,779,999
` 10 2,670,999 2,670,999
Amount
As at
As at
31 March 31 March
2015
2014
14.03
0.72
0.54
0.80
4.67
70.02
2.58
14.03
0.72
0.54
0.40
0.17
70.02
2.58
2,000
0.01
0.01
` 4 69,181,417 56,681,417
93.37
27.67
88.47
22.67
24.00
20.00
3.67
121.69
2.67
121.69
35.00
35.00
86.69
86.69
(a)
0.32
0.28
0.60
184.33
0.32
0.28
0.60
178.43
USD 1
2,000
USD 1 24,372,087 24,372,087
` 100
` 10
3,260
87,500
3,260
87,500
` 10
6,000,000
6,000,000
6.00
6.00
USD 1
7,411,000
7,411,000
0.05
0.05
(b)
(a) + (b)
6.05
190.38
6.05
184.48
91
` in crores
Face value
per share
/ unit
Units / Nos.
As at
As at
31 March 31 March
2015
2014
Amount
As at
As at
31 March 31 March
2015
2014
(iii) Investments in debentures / bonds
Subsidiaries
International Bakery Products Limited 0% Unsecured Convertible Debentures
J B Mangharam Foods Private Limited 6% Secured Redeemable Non-convertible
debentures
` 100,000
677
677
6.77
6.77
` 100
-
25,000
-
0.25
` 10
9,000,000
-
9.00
-
` 10 15,000,000
-
15.00
-
` 10 15,000,000
-
15.00
-
` 10
6,000,000
-
6.00
-
` 10
1,011,586
1,008,560
3.08
3.08
` 10
3,008,383
2,955,032
2.91
2.91
`2
` 2.3
` 10
` 10
`1
` 10
` 10
` 10
` 10
` 10
-
131,160
334,177
80
1,237
4,020
688
780
400
6,549
4,953
-
0.90
3.48
0.02
0.03
0.11
0.02
0.20
0.04
0.40
0.13
Non-Trade Investments
(iv) Investments in mutual funds
ICICI Prudential Fixed Maturity Plan Series 76 - 1100 days - Plan T - Direct Plan
- Cumulative
ICICI Prudential Fixed Maturity Plan Series 76 - 1155 days - Plan K - Direct Plan
- Cumulative
HDFC Fixed Maturity Plan - 1157 Days February 2015 (1) - Direct - Growth - Series 33
HDFC Fixed Maturity Plan - 1135 Days March 2015 (1) - Direct - Growth - Series 33
(v) Investments with insurance companies
HDFC Standard Life Insurance Company
Limited - Group Leave Encashment
ICICI Prudential Life Insurance Company
Quoted
(i) Investments in equity instruments (fully paid)
HDFC Bank Limited
Standard Chartered Bank - IDR
Glaxosmithkline Pharmaceuticals Limited
Great Offshore Limited
Hindustan Unilever Limited
Mahindra Lifespace Developers Limited
State Bank of India
Tata Coffee Limited
Tata Steel Limited
Great Eastern Shipping Company Limited
92
` in crores
Units / Nos.
Tata Motors Limited
Ultratech Cement Limited
Grasim Industries Limited
ICICI Bank Limited
Larsen & Toubro Limited
Reliance Communications Limited
Reliance Industries Limited
Tata Chemicals Limited
Bajaj Auto Limited
Bajaj Finserv Limited
Bajaj Holdings & Investments Limited
Essel Propack Limited
Titan Industries Limited
(ii) Investments in debentures / bonds
Tata Capital 10.25% Secured Redeemable
Non Convertible Debentures
Total long-term investments
Total quoted non-current investments
Total unquoted non-current investments
Amount
Face value
per share
/ unit
`2
` 10
` 10
` 10
`2
`5
` 10
` 10
` 10
`5
` 10
`2
`1
As at
31 March
2015
-
As at
31 March
2014
14,720
254
200
300
1,050
618
1,236
721
2,400
1,200
1,200
1,600
6,300
As at
31 March
2015
-
As at
31 March
2014
0.34
0.01
0.05
0.03
0.11
0.01
0.13
0.02
0.16
0.06
0.09
0.01
0.11
` 500,000
500
500
25.00
25.00
273.14
25.00
248.14
273.14
59.00
25.00
273.14
-
228.95
31.46
197.49
228.95
55.00
41.51
228.95
0.50
Aggregate provision for diminution in value of investments
Aggregate market value of quoted non-current investments
Aggregate value of long-term investments (part of non-current investments)
Aggregate value of long-term investments (part of current investments)
Notes:
(a) During the current year, in accordance with Accounting Standard 13 - “Accounting for Investments”, prescribed
by the Companies (Accounts) Rules, 2014 of the Companies Act, 2013, the Company has, based on its assessment
of the business of Daily Bread Gourmet Foods (India) Private Limited, made a provision of ` 4 (previous year:
` 20) for diminution (other than temporary) on long-term investment made in equity shares of Daily Bread
Gourmet Foods (India) Private Limited.
93
` in crores
As at
Note 12 - Long-term loans and advances
Unsecured
Considered good:
- Capital advances
- Deposits
- Loans and advances to related parties *
- Other loans and advances:
Recoverable in cash or in kind or for value to be received
Advance income tax and tax deducted at source
Considered doubtful:
- Loans and advances recoverable in cash or in kind or for value to
be received
Less: Provision for doubtful loans / advances
31 March 2015
31 March 2014
21.79
1.89
7.15
68.12
8.44
66.58
20.11
9.98
18.39
5.13
8.68
5.89
1.04
136.87
9.72
127.15
1.04
107.36
6.93
100.43
25.00
12.12
37.12
12.12
12.12
* Forms a part of outstanding balances as disclosed under note 44.
Note 13 - Other non-current assets
Fixed deposits with banks [Refer note 17 (b) (ii)]
Other deposits [Refer note 33]
94
` in crores
Note 14 - Current investments
Face value
per share /
unit
Lower of cost or fair value
Non-trade investments
Unquoted
(i) Investments in debentures / bonds
Subsidiaries
J B Mangharam Foods Private Limited 6% Secured Redeemable Non-convertible
debentures (a)
(ii) Investments in mutual funds
IDFC Cash Fund - Growth - Direct Plan
J.P Morgan India Liquid Fund - Direct Plan
- Growth
DSP Black Rock Liquidity Fund - Direct Plan
- Growth
Reliance Liquid Fund Cash Plan - Direct
Plan -Growth
Taurus Liquid Fund - Direct Plan - Super
Institutional - Growth
ICICI Prudential Liquid - Direct Plan Growth
IDBI Liquid Fund - Direct Plan - Growth
Birla Sunlife Cash Plus - Direct Plan - Growth
L&T Liquid Fund - Direct Plan - Growth
Reliance Liquid Fund Treasury Plan - Direct
Plan - Growth
Kotak Liquid Scheme - Plan A - Direct Plan
- Growth
Franklin India Treasury Management Account
Super Institutional Plan - Direct Growth
Birla Sunlife Floating Rate Fund - Short
Term Plan - Direct Plan - Growth
Kotak Floater Short Term - Direct Plan Growth
Reliance Liquidity Fund - Direct Plan Growth
ICICI Prudential Money Market Fund Direct Plan - Growth
Units / Nos.
As at
As at
31 March 31 March
2015
2014
Amount
As at
As at
31 March 31 March
2015
2014
` 100
-
50,000
-
0.50
` 1,000
` 10
-
52,116
4,317,687
-
8.04
7.12
` 1,000
-
28,078
-
5.11
` 1,000
-
24,261
-
5.00
` 1,000
-
29,638
-
4.09
` 100
27,427
535,642
0.56
10.10
` 1,000
` 100
` 1,000
` 1,000
-
59,210
299,727
63,555
35,740
-
8.10
6.15
11.07
11.07
` 1,000
-
41,007
-
10.57
` 1,000
-
47,237
-
9.00
` 100
-
443,424
-
7.54
` 1,000
-
33,979
-
7.07
` 1,000
-
31,860
-
6.10
` 100
297,744
346,573
5.82
6.09
95
` in crores
Face value
per share /
unit
UTI Money Market Fund - Institutional Plan
` 1,000
- Direct Plan -Growth
HDFC Liquid Fund - Direct Plan - Growth
` 10
Tata Liquid Fund - Direct Plan - Growth
` 1,000
HDFC Cash Management Fund - Savings
` 10
Plan - Direct Plan - Growth
UTI Liquid Fund Cash Plan - Institutional ` 1,000
Direct Plan - Growth
J.P Morgan India Active Bond Fund - Direct
` 10
Plan - Growth
DSP Black Rock Banking and PSU Debt Fund
` 10
- Direct - Growth
ICICI Prudential Ultra Short Term Direct
` 10
Plan - Growth
ICICI Prudential Income Opportunities
` 10
Fund - Direct Plan - Growth
Birla Sunlife Savings Fund - Direct Plan ` 100
Growth
Birla Sunlife Income Plus - Direct Plan
` 10
-Growth
Franklin India Ultra Short Bond Fund Super
` 10
Institutional Plan - Growth
Franklin India Ultra Short Bond Fund Super
` 10
Institutional Plan - Direct - Growth
Franklin India Banking And Psu Debt Fund
` 10
- Direct - Growth
Birla Sunlife Dynamic Bond Fund - Retail ` 10
Direct Plan -Growth
Birla Sunlife Floating Rate Fund - Long
` 100
Term - Direct Plan - Growth
Birla Sunlife Cash Manager Direct Plan ` 100
Growth
ICICI Prudential Flexible Income Direct
` 100
Plan - Growth
ICICI Prudential Savings Fund - Direct Plan
` 100
-Growth
SBI Magnum Insta Cash Fund - Direct Plan
` 1,000
- Growth
UTI Short Term Income Fund - Institutional
` 10
Option - Direct Plan - Growth
96
Units / Nos.
As at
As at
31 March 31 March
2015
2014
35,804
Amount
As at
As at
31 March 31 March
2015
2014
5.10
23,301
-
1,990,143
13,264
756,067
6.00
-
5.00
3.14
2.01
-
29,107
-
6.07
32,506,651
-
50.00
-
21,437,146
-
25.00
-
833,182
-
1.17
-
25,849,722
-
50.00
-
601,128
-
16.00
-
7,854,645
-
50.00
-
5,469,341
-
10.00
-
11,446,817
-
21.00
-
9,138,763
-
10.00
-
20,490,740
-
50.00
-
607,332
-
10.00
-
384
-
0.01
-
1,891
-
0.04
-
246,917
-
5.08
-
21,036
-
6.50
-
5,934,542
-
10.00
-
` in crores
Face value
per share /
unit
UTI Treasury Advantage Fund - Institutional
` 1,000
Plan - Direct Plan - Growth
HDFC Floating Rate Income Fund Short Term
` 10
Plan - Wholesale Option - Direct - Growth
HDFC Floating Rate Income Fund Short
` 10
Term Plan - Wholesale Option - Growth
Tata Money Market Fund - Direct Plan - Growth
` 1,000
Tata Income Fund - Direct Plan - Appreciation
` 10
Option - Growth
Tata Treasury Manager Fund - Direct Plan ` 1,000
Growth
Tata Dynamic Bond Fund - Direct Plan - Growth
` 10
Total current investments
Total quoted current investments
Total unquoted current investments
Units / Nos.
As at
As at
31 March 31 March
2015
2014
79,975
-
Amount
As at
As at
31 March 31 March
2015
2014
15.00
-
2,554,422
-
6.12
-
1,714,291
-
4.06
-
2,271
6,913,542
-
0.50
30.00
-
218
-
0.04
-
2,279,452
-
5.00
387.90
387.90
387.90
387.90
-
144.04
144.04
144.04
144.04
0.50
Aggregate market value of quoted current investments
Aggregate value of current investments
(a) Aggregate value of long-term investments (part of current investments)
As at
31 March 2015
31 March 2014
Note 15 - Inventories *
Raw materials
105.63
150.59
Packing materials
43.45
46.48
Work-in-progress
0.29
0.30
162.46
133.79
Finished goods
Goods-in-transit
2.00
1.84
Stock-in-trade
15.83
16.24
Stores and spare parts
16.08
17.62
345.74
366.86
* Refer note 1 (g) for mode of valuation for inventories.
97
` in crores
As at
Note 16 - Trade receivables
Unsecured
Considered good:
- Over six months
- Others
- Over six months
Less: Provision for doubtful receivables
Note 17 - Cash and bank balances
Cash and cash equivalents:
- Cash on hand
- Cheques on hand
- Current accounts
Other bank balances:
- Unpaid dividend accounts
- Unclaimed debenture interest
- Unclaimed debenture redemption balance
- Deposit accounts [Refer note below]
31 March 2015
31 March 2014
4.32
66.66
70.98
4.16
49.53
53.69
4.93
75.91
4.93
70.98
4.77
58.46
4.77
53.69
0.02
26.74
3.81
30.57
0.04
47.95
11.81
59.80
2.73
0.46
1.16
151.75
156.10
186.67
2.48
0.47
1.24
1.79
5.98
65.78
Note:
(a) Deposit accounts include bank deposits held against bank guarantees with more than 12 months maturity
amounting to ` 0.45 (previous year: ` 0.45).
(b) Details of Bank deposits:
Particulars
(i) Bank deposits due to mature within 12 months of the reporting
151.75
1.79
date included under ‘Other bank balances’
(ii) Bank deposits due to mature after 12 months of the reporting date
25.00
included under ‘Other non - current assets’’ [Refer note 13]
176.75
1.79
As at
Note 18 - Short-term loans and advances
Unsecured
Considered good:
- Deposits
Inter-corporate deposits [Refer note 30 (b)]
Employee benefits - gratuity, net [Refer note 45 (b)]
Balances with customs, port trust, excise, etc.
* Forms a part of outstanding balances as disclosed under note 44.
98
31 March 2015
31 March 2014
3.61
17.33
3.46
30.54
102.53
300.00
0.60
3.29
10.66
438.02
137.85
50.00
3.21
3.64
0.99
229.69
For the year ended
Note 19 - Other operating revenues
Royalty income
Scrap sales
Other receipts [Refer note below]
Provisions and liabilities no longer required written back, net
31 March 2015
` in crores
31 March 2014
12.76
23.76
34.02
4.99
75.53
10.27
20.71
28.06
16.26
75.30
Note:
Includes an amount of ` 26.43 (previous year: ` 23.89) towards VAT incentive for the Hajipur Factory, Bihar and
Khurda Factory, Orissa in accordance with the State Industrial Policy of Bihar and Orissa.
For the year ended
31 March 2015 31 March 2014
Note 20 - Other income
Interest income
Long-term
16.53
12.97
Current
29.31
7.03
Dividend income
Long-term
0.22
0.27
Net gain / (loss) on sale of investments
Long-term
11.83
Current
26.70
3.47
Other non-operating income:
- Profit on sale of fixed assets
9.38
- Foreign exchange gain, net
1.15
- Other receipts
1.79
1.70
87.53
34.82
Note 21 - Purchase of stock-in-trade
Biscuits and high protein food
Bread, bread toast and rusk
Cake
Others
Note 22 - Changes in inventories of finished goods, work-inprogress and stock-in-trade
Opening stock:
- Finished goods
- Stock-in-trade
- Work-in-progress
Closing stock:
- Finished goods
- Stock-in-trade
- Work-in-progress
Less: Excise duty on opening stock of finished goods
Add: Excise duty on closing stock of finished goods
Increase / (decrease)
99
439.49
52.48
226.46
30.90
749.33
398.18
48.66
177.89
32.05
656.78
135.63
16.24
0.30
120.77
18.12
0.59
164.46
15.83
0.29
(28.41)
(4.25)
7.18
2.93
(25.48)
135.63
16.24
0.30
(12.69)
(4.14)
4.25
0.11
(12.58)
For the year ended
Note 23 - Employee benefits expense
Salaries and wages
Contribution to provident and other funds
Staff welfare expenses
Note 24 - Finance costs
Interest expense:
- Finance lease
- Bank and others
Note 25 - Other expenses
Consumption of stores and spares
Power and fuel
Rent [Refer note 28 (a)]
Repairs and maintenance:
- Plant and equipment (a)
- Buildings (a)
- Others
Insurance
Rates and taxes, net
Carriage, freight and distribution
Auditors’ remuneration (b):
- Audit fees
- Other services
- Expenses reimbursed
Corporate social responsibility [Refer note 49]
Advertising and sales promotion
Conversion charges
Foreign exchange loss, net
Loss on sale / write off of fixed asssets, net
Miscellaneous
Provision for doubtful receivables and loans and advances, net
(a) Includes stores and spares consumed
(b) Excluding service tax
Note 26 - Exceptional items profit / (loss)
Profit on sale of land & buildings [Refer note (a) below]
Voluntary retirement scheme [Refer note (b) below]
Provision for diminution in value of investments in subsidiary
[Refer note 11 (a)]
31 March 2015
` in crores
31 March 2014
158.05
8.64
10.10
176.79
157.85
6.43
8.17
172.45
0.07
1.14
1.21
0.05
5.39
5.44
14.12
67.42
6.56
13.03
65.12
5.09
10.04
1.82
22.74
1.43
23.53
410.11
10.31
1.84
16.87
1.37
21.71
371.68
0.78
0.05
0.07
7.35
550.66
601.83
6.08
183.32
2.95
1,910.86
5.14
0.53
0.08
0.10
502.91
542.57
1.06
174.32
1,728.59
5.30
159.92
(13.86)
(4.00)
(20.00)
142.06
(20.00)
Note:
(a) During the year, the Company sold its land and building in Padi, Chennai resulting in a profit of ` 159.92.
(b) During the year, Company offered a Voluntary retirement scheme (VRS) to all workmen at Delhi factory. All the
workmen have accepted the scheme. Consequently an amount of ` 13.86 was paid towards the scheme.
100
` in crores
Note 27
Contingent liabilities and commitments:
(i)
Contingent liabilities:
(a) Claims / demands against the Company not acknowledged as debts including excise duty, income
tax, sales tax and trade and other demands of ` 44.49 (previous year: ` 37.87).
(b) Bank guarantee and letter of credit for ` 22.46 (previous year: ` 7.15).
(c)
Discounted cheques ` 0.30 (previous year: ` 0.88).
Notes:
(i)
Contingent liabilities disclosed above represent possible obligations where possibility of cash
outflow to settle the obligations is not remote.
(ii) The above does not include non-quantifiable industrial disputes and other legal disputes
pending before various judicial authorities [Also refer note 32 and 33].
(ii)
Commitments:
(a) Estimated amount of contracts remaining to be executed on capital account and not provided for `
106.82 (previous year: ` 9.51).
(b) The Company has furnished the following corporate guarantees:
Banking facilities given to
(i)
Name of the bank
31 March 2015
31 March 2014
Bank of America
103.12
149.70
Private Limited, Mauritius *
* The following are the loan balances outstanding against the corporate guarantees mentioned above:
Bank of America: ` 96.87 crores (USD 15.5 Million).
Regarding items (i) and (ii) (b) above, it is not practicable to disclose information in respect of
the estimate of the financial effect, an indication of the uncertainties relating to outflow and the
possibility of any reimbursement as it is determinable only on occurrence of uncertain future events
/ receipt of judgments pending at various forums.
(c)
The Company has furnished the following letters of comfort / letters of awareness:
Banking facilities given to
(i)
(ii)
Strategic Food International Co.
LLC, Dubai
Name of the bank
31 March 2015
31 March 2014
HSBC Bank
4.50
4.50
Royal Bank of
Scotland
30.62
29.34
Royal Bank of
Scotland
11.91
11.41
(iii) Al Sallan Food Industries Co. SAOC
These letters are not to be construed as a guarantee issued by the Company.
Note28 (a) Operating leases
The Company has certain operating leases for office facilities and residential premises (cancellable
leases). Such leases are generally with the option of renewal against increased rent and premature
termination of agreement. Rental expenses of ` 6.56 (previous year: ` 5.09) in respect of obligation
under operating leases have been recognised in the statement of profit and loss.
101
` in crores
(b)
Finance leases
The Company has taken motor vehicles on finance lease. The total minimum lease payments and
present value of minimum lease payments are as follows:
31 March 2015
31 March 2014
Minimum Present value of
lease minimum lease
payments
payments
Note 29 (i)
Minimum Present value of
lease minimum lease
payments
payments
Not later than 1 year
0.37
0.24
0.17
0.11
Later than 1 year and not later
than 5 years
0.85
0.73
0.39
0.34
1.22
0.97
0.56
0.45
The difference between minimum lease payments and the present value of minimum lease payments
of ` 0.25 (previous year: ` 0.11) represents interest not due. The lease liability is secured by the
relevant vehicles acquired under lease.
Details of Current investments purchased and sold during the year:
Face value
per unit
As at Purchase
1 April
during
2014 the year
Sold
As at
during 31 March
the year
2015
Non-trade investments - Unquoted
(a)
Investments in debentures / bonds
Subsidiaries
` 100
0.50
-
0.50
-
` 500,000
-
24.43
24.43
-
0.50
24.43
24.93
-
J B Mangharam Foods Private Limited 6% Secured Redeemable Non Convertible
Debentures
(b)
Investments in commercial paper
J.M Financial Products Ltd - Commercial
Paper
(ii)
Details of non-current investments purchased and sold during the year:
Face value
per unit
As at Purchase
1 April
during
2014 the year
Sold
As at
during 31 March
the year
2015
(a)
Investments
(fully paid)
in
equity
instruments
Subsidiaries
` 10
14.03
-
-
14.03
` 10
0.72
-
-
0.72
` 10
0.54
-
-
0.54
` 10
0.40
0.40
-
0.80
102
` in crores
Face value
per unit
` 10
` 10
` 10
Private Limited
Mauritius
Daily Bread Gourmet Foods (India)
Private Limited
Less: Provision for diminution in value
of investments
Provision made during the year
(c)
(d)
USD 1
0.01
-
-
0.01
`4
22.67
5.00
-
27.67
USD 1
121.69
-
-
121.69
(55.00)
177.83
9.90
-
(4.00)
183.73
` 100
` 10
0.32
0.28
0.60
-
-
0.32
0.28
0.60
` 10
6.00
-
-
6.00
USD 1
0.05
-
-
0.05
6.05
-
-
6.05
` 100,000
6.77
-
-
6.77
` 100
0.25
-
0.25
-
7.02
-
0.25
6.77
` 10
3.08
-
-
3.08
` 10
2.91
-
-
2.91
5.99
-
-
5.99
Investments in preference shares
(fully paid)
Subsidiaries
Britannia Dairy Private Limited - 10%
Non Cumulative Redeemable Preference
Shares
Mauritius - Class C - Preference Shares
Subsidiaries
Debentures
Sold
As at
during 31 March
the year
2015
4.67
70.02
2.58
(55.00)
Associates
(b)
As at Purchase
1 April
during
2014 the year
0.17
4.50
70.02
2.58
-
Investments with insurance companies
103
` in crores
Face value
per unit
As at Purchase
1 April
during
2014 the year
Sold
As at
during 31 March
the year
2015
Trade investments - Quoted
(a)
Investments
(fully paid)
in
equity
instruments
`2
0.90
-
0.90
-
` 2.3
3.48
-
3.48
-
Glaxosmithkline Pharmaceuticals
Limited
` 10
0.02
-
0.02
-
` 10
0.03
-
0.03
-
`1
0.11
-
0.11
-
` 10
0.02
-
0.02
-
State Bank of India
` 10
0.20
-
0.20
-
Tata Coffee Limited
` 10
0.04
-
0.04
-
Tata Steel Limited
` 10
0.40
-
0.40
-
` 10
0.13
-
0.13
-
`2
0.34
-
0.34
-
` 10
0.01
-
0.01
-
` 10
0.05
-
0.05
-
ICICI Bank Limited
` 10
0.03
-
0.03
-
`2
0.11
-
0.11
-
`5
0.01
-
0.01
-
` 10
0.13
-
0.13
-
` 10
0.02
-
0.02
-
Bajaj Auto Limited
` 10
0.16
-
0.16
-
`5
0.06
-
0.06
-
` 10
0.09
-
0.09
-
`2
0.01
-
0.01
-
`1
0.11
-
0.11
-
6.46
-
6.46
-
25.00
-
-
25.00
25.00
-
-
25.00
228.95
9.90
6.71
228.14
HDFC Bank Limited
Great Eastern
Limited
Shipping
Company
Tata Motors Limited
(b)
` 500,000
104
` in crores
Face value
per unit
As at Purchase
during
1 April
2013 the year
Sold
As at
during 31 March
the year
2014
(iii) Details
of
Current
investments
purchased and sold during the previous
year:
(a)
Subsidiaries
Debentures
` 100
0.50
-
-
0.50
` 10
` 10
` 10
` 10
` 10
` 10
` 10
14.03
0.72
0.54
0.40
0.17
70.02
2.58
-
-
14.03
0.72
0.54
0.40
0.17
70.02
2.58
USD 1
0.01
-
-
0.01
`4
20.67
2.00
-
22.67
USD 1
108.84
12.85
-
121.69
(iv) Details of Non-current investments
purchased and sold during the previous
year:
(a)
Investments
(fully paid)
in
equity
instruments
Subsidiaries
Private Limited
Mauritius
Daily Bread Gourmet Foods (India)
Private Limited
Less: Provision for diminution in value
of investments
Provision made during the year
Associates
(35.00)
` 100
` 10
105
(35.00)
182.98
14.85
-
(20.00)
177.83
0.32
0.28
0.60
-
-
0.32
0.28
0.60
` in crores
Face value
per unit
(b)
(c)
(d)
Investments in preference shares
(fully paid)
Subsidiaries
Britannia Dairy Private Limited - 10%
Non Cumulative Redeemable Preference
Shares
Mauritius - Class C - Preference Shares
Subsidiaries
Debentures
As at Purchase
1 April
during
2013 the year
Sold
As at
during 31 March
the year
2014
` 10
6.00
-
-
6.00
USD 1
0.05
-
-
0.05
6.05
-
-
6.05
` 100,000
6.77
-
-
6.77
` 100
0.25
-
-
0.25
7.02
-
-
7.02
` 10
3.08
-
-
3.08
` 10
2.91
-
-
2.91
5.99
-
-
5.99
`2
` 2.3
` 10
0.90
3.48
0.02
-
-
0.90
3.48
0.02
` 10
`1
` 10
` 10
` 10
` 10
` 10
0.03
0.11
0.02
0.20
0.04
0.40
0.13
-
-
0.03
0.11
0.02
0.20
0.04
0.40
0.13
`2
` 10
0.34
0.01
-
-
0.34
0.01
Investments with insurance companies
Trade investments - Quoted
(a) Investments in equity instruments
(fully paid)
HDFC Bank Limited
Glaxosmithkline Pharmaceuticals
Limited
State Bank of India
Tata Coffee Limited
Tata Steel Limited
Great Eastern Shipping Company
Limited
Tata Motors Limited
106
` in crores
Face value
per unit
Sold
As at
during 31 March
the year
2014
` 10
0.05
-
-
0.05
ICICI Bank Limited
` 10
0.03
-
-
0.03
`2
0.11
-
-
0.11
`5
0.01
-
-
0.01
` 10
0.13
-
-
0.13
` 10
0.02
-
-
0.02
Bajaj Auto Limited
` 10
0.16
-
-
0.16
`5
0.06
-
-
0.06
` 10
0.09
-
-
0.09
`2
0.01
-
-
0.01
`1
0.11
-
-
0.11
6.46
-
-
6.46
25.00
-
-
25.00
25.00
-
-
25.00
234.10
14.85
-
228.95
(b)
As at Purchase
1 April
during
2013 the year
` 500,000
107
108
Others Unsecured
Super Dairy Farm
The loans have been given for capital expansion
Others Unsecured
Others Unsecured
Subsidiary Unsecured
Daily Bread Gourment Foods (India) Private
Limited
Purbasha Properties Private Limited
Real Agro Industries Private Limited
Name of borrower
2 years
7 - 8 years
10 years
3 years
Term
10%
10%
10%
10%
10%
10%
10%
10%
10%
10%
5 years
5 years
10 years
2 years
7 years
10 years
3 years
Term
5 years
5 years
10 years
10% 8 - 10 years
Nature of
Secured/ Rate of
relationship unsecured Interest
Others Unsecured
Others Unsecured
Real Agro Industries Private Limited
Super Dairy Farm
Details of loans during the previous year:
Others Unsecured
10%
10%
Daily Bread Gourment Foods (India) Private
Limited
10%
10%
Nature of
Secured/ Rate of
Name of borrower
Note 30 (a) Details of loans during the year:
28.48
89.69
37.68
-
0.37
0.37
0.34
4.05
18.64
9.06
4.86
-
8.69
91.16
-
-
0.70
5.03
2.96
2.20
1.92
3.63
5.35
10.49
60.16
7.41
10.17
-
0.33
0.33
2.00
0.40
4.55
2.55
As at
Given Repayment/
1 April during the conversion
2013
year during the
year
-
-
-
21.06
-
3.52
3.90
-
2.20
1.59
3.30
-
4.05
15.12
58.57
4.86
As at
Given Repayment/
1 April during the conversion
2014
year during the
year
89.69
2.20
1.59
3.30
4.05
15.12
58.57
4.86
As at
31 March
2014
80.49
2.20
1.22
2.93
20.73
-
-
53.41
-
As at
31 March
2015
` in crores
109
Others Unsecured
Macrofil Investments Limited
Scal Services Limited
Name of borrower
12%
9%
12%
Others Unsecured
12%
Nature of
Secured/ Rate of
Details of inter corporate deposits during the previous year
Others Unsecured
HDFC Ltd.
The Bombay Burmah Trading Corporation
Limited
Ultimate Unsecured
holding
company
12%
Others Unsecured
Scal Services Limited
(Based on comfort letter from Bombay Dyeing &
Manufacturing Co. Ltd.)
12%
Others Unsecured
Bombay Dyeing & Manufacturing Co. Ltd.
10%
Others Unsecured
Nature of
Secured/ Rate of
Bajaj Finance Limited
Name of borrower
(b) Details of inter corporate deposits during the year
Repayable
on demand
Term
Repayable
on demand
91 days
Repayable
on demand
Repayable
on demand
Repayable
on demand
1 year
Term
50.00
-
Placed
355.00
50.00
As at
1 April
2013
60.00
25.00
40.00
165.00
40.00
25.00
Placed
-
-
-
50.00
-
-
As at
1 April
2014
-
Redeemed
105.00
-
25.00
-
40.00
40.00
-
Redeemed
50.00
As at
31 March
2014
300.00
60.00
-
40.00
175.00
-
25.00
As at
31 March
2015
` in crores
` in crores
Note 31 Details of corporate guarantee:
(Mauritius) Private Limited
-
Bank of America
(Mauritius) Private Limited
-
Bank of America
-
Royal Bank of Scotland
As at
1 April
2014
Given
during the
year
Reduced Adjustments *
during the
year
As at
31 March
2015
149.70
As at
1 April
2013
101.81
Given
during the
year
(153.97)
5.58
Reduced Adjustments *
during the
year
103.12
As at
31 March
2014
135.75
60.73
-
(60.73)
13.95
-
149.70
-
* The movement in corporate guarantee is on account of change in exchange rates.
Purpose: The loan availed by Britannia and Associates (Mauritius) Private Limited from Bank of America
Singapore - Current outstanding USD 15.50 MN for which Britannia Industries Limited has given Corporate
guarantee of USD 16.50 MN towards working capital facilities for ASFI/SFIC
Note 32 In accordance with Accounting Standard 29 - “Provisions, Contingent Liabilities and Contingent Assets”,
prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies
(Accounts) Rules, 2014, certain classes of liabilities have been identified as provisions which have been
disclosed as under:
(a)
(b)
(c)
(a)
Excise and service tax
related issues
Sales tax and other issues
Trade and other issues
1 April Additions * Utilisation *
Reversals /
2014
adjustments *
39.36
12.32
-
31 March
2015
51.68
48.51
13.38
(0.22)
19.00
1.28
(0.09)
0.60
1 April Additions * Utilisation *
Reversals /
2013
adjustments *
28.72
10.64
-
61.67
20.79
31 March
2014
39.36
Excise and service tax
related issues
(b) Sales tax and other issues
38.85
9.79
(0.31)
0.18
48.51
(c) Trade and other issues
33.09
0.19
(0.31)
(13.97)
19.00
(a) and (b) represents estimates made for probable cash outflow arising out of pending disputes / litigations
with various regulatory authorities.
(c) represents provisions made for probable liabilities / claims arising out of commercial transactions with
vendors / others. Further disclosures as required in Accounting Standard 29 are not made since it can be
prejudicial to the interests of the Company.
* Included under various heads in the statement of profit and loss.
Note 33 With respect to the matter related to the refund of excess contribution by Company’s Covenanted Staff
Pension Fund (“Fund”) to the Company, the Honourable Supreme Court at its hearing on 12 May 2008
set aside the order of the Division Bench of the Honourable High Court, Kolkata and remanded the writ
pending for disposal. Based on the directions of the courts, the Company was required to deposit ` 12.12
with a Nationalised Bank, which the Company has done under protest.
In other Writ Petitions filed by some of the pensioners in the Honourable Madras High Court, challenging
the Deeds of Variation submitted in May 2005, the Honourable High Court has passed an interim order
restraining the CIT, Kolkata from approving the Deeds of Variation pending disposal of the Writ Petitions.
110
` in crores
There have been no significant development in the year under review.
In the suit filed by the Britannia Industries Limited Pensioners Welfare Association (‘the Association’) in
the Honourable City Civil Court, Bangalore, the proceedings are currently in the stage of final arguments.
However, in the meanwhile the Association further filed an application stating certain members have
joined the Association post retirement from the Company and are eligible for Pension and hence the Court
should direct the Company and the Fund to pay pension to these employees. the Company and the Fund
filed their objections to this Application on 31 August 2013. Based on the interim order of the Honourable
City Civil Court, Bangalore and the direction of the Honourable Supreme Court the, Company presently
continues to pay pension as per the interim order passed by the Bangalore City Civil Court on1 January
2009 (i.e. on Defined Contribution basis) till disposal of the suit by the Trial Court.
The Company believes, based on current knowledge and after consultation with eminent legal counsel
that the resolution of the matter will not have material adverse effect on the financial statements of the
Company.
Note 34
(a)
Sale of products (Manufactured goods)
Product group
31 March 2015
31 March 2014
5,503.03
4,831.24
698.75
614.33
Cake
128.20
107.88
2.84
5.16
6,332.82
5,558.61
Others
The above values does not include sale of raw materials for processing purposes (including wheat)
and by-products on conversion of inputs aggregating to ` 23.07 (previous year: ` 30.83), which has
been netted off with cost of material.
Sale of products (Traded goods)
Product group
Cake
Others
(b)
31 March 2015
31 March 2014
548.93
483.24
64.94
63.11
273.96
196.40
48.61
46.49
936.44
789.24
31 March 2015
31 March 2014
Flour
978.49
906.93
Fats and oils
539.52
483.80
Sugar
466.18
458.87
60.97
299.32
1,547.83
1,016.61
3,592.99
3,165.53
Description
Lamination roll
Others
111
` in crores
31 March 2015
Imported
Indigenous
(c)
31 March 2014
Value
%
Value
%
7.28
0.20
8.09
0.26
3,585.71
99.80
3,157.44
99.74
3,592.99
100.00
3,165.53
100.00
Stores and spare parts consumed
31 March 2015
Imported
Indigenous
Note 35
31 March 2014
Value
%
Value
%
-
-
-
-
19.26 100.00
18.33
100.00
19.26
100.00
18.33
100.00
31 March 2015
31 March 2014
Opening and closing stock of finished goods (Manufactured goods)
(a) Opening stock
125.53
110.70
6.39
4.84
Cake
3.03
3.10
Others
0.68
2.13
135.63
120.77
148.34
125.53
11.66
6.39
Cake
4.01
3.03
Others
0.45
0.68
164.46
135.63
8.48
8.37
1.67
2.41
Cake
5.51
6.45
Others
0.58
0.89
16.24
18.12
7.42
8.48
1.82
1.67
Cake
6.39
5.51
Others
0.20
0.58
15.83
16.24
(b) Closing stock
Note 36
Opening and closing stock of finished goods (Traded goods)
(a) Opening stock
(b) Closing stock
112
` in crores
Note 37
31 March 2015
31 March 2014
0.30
0.30
0.59
0.59
0.29
0.29
0.30
0.30
Expenditure in foreign currency
(a) Trade promotion and media related
(b) Professional fees
(c) Others
2.85
0.25
0.16
5.66
0.48
0.21
Value of imports on C.I.F. basis
(a) Capital goods
(b) Raw materials
6.19
6.31
1.62
8.16
111.49
10.40
5.41
111.92
7.84
5.33
Dividend remitted in foreign currency (net of tax)
Relating to the year ended
Number of non-resident shareholders
Number of equity shares held (nominal value ` 2/- per share)
Amount remitted
31 March 2014
6
60,866,095
73.04
31 March 2013
6
60,866,095
51.74
Earnings per equity share
31 March 2015
31 March 2014
622.41
369.83
Opening and closing stock of work-in-progress
(a) Opening stock
(b) Closing stock
Note 38
Note 39
Note 40
Note 41
Note 42
Earnings in foreign currency
(a) Exports at free on board value
(b) Royalty
(c) Others
(a)
Net profit attributable to the equity shareholders
(b)
Weighted average number of equity shares outstanding
during the year
119,925,815
119,799,171
(c)
Effect of potential equity shares on employee stock option
outstanding
16,609
-
(d)
Weighted average number of equity shares outstanding for
computing diluted earnings per share [(b)+(c)]
119,942,424
119,799,171
2
2
Basic earnings per share (`)
51.90
30.87
Diluted earnings per share (`)
51.89
30.87
Nominal value of equity shares (`)
113
Note 43
Based on guiding principles in the Accounting Standard 17 - “Segment Reporting”, the primary business
segment of the Company is foods, comprising bakery and dairy products. As the Company operates in
a single primary business segment, disclosure requirements are not applicable. The Company primarily
caters to the domestic market and export sales are not significant and accordingly there is no reportable
secondary segment.
Note 44
Related party disclosures under Accounting Standard 18
Relationships
1. Ultimate holding company
Holding company
2. Subsidiary companies
The Bombay Burmah Trading Corporation Limited
Al Sallan Food Industries Co. SAOC
Boribunder Finance and Investments Private Limited
Britannia and Associates (Dubai) Private Company Limited, Dubai
Britannia and Associates (Mauritius) Private Limited, Mauritius
Britannia Dairy Holdings Private Limited, Mauritius
Flora Investments Company Private Limited
Gilt Edge Finance and Investments Private Limited
Strategic Brands Holding Company Limited, Dubai
Strategic Food International Co. LLC, Dubai
3. Fellow subsidiary companies
4. Associates
5. Key Management Personnel (KMP) *
Managing Director
Mr.Varun Berry
Erstwhile Managing Director
Ms. Vinita Bali
* Mr. Varun Berry was appointed as Executive Director (w.e.f. 11 November 2013). Further, effective
from 1 April 2014, Mr. Varun Berry has been appointed as Managing Director of the Company. Ms.
Vinita Bali has ceased to be Managing Director of the Company w.e.f. the close of business on 31 March
2014.
114
` in crores
Relationship
Related party transactions during the year:
Investments made
Equity shares:
Britannia and Associates (Mauritius) Private Limited,
Mauritius
International Bakery Products Limited [Purchase of 115,000
shares from J B Mangharam Foods Private Limited and 3
shares each from Boribunder Finance and Investments Private
Limited, Flora Investments Company Private Limited and Gilt
Edge Finance and Investments Private Limited]
Total
Conversion of loan to equity shares
Total
31 March
2015
31 March
2014
Subsidiary
-
12.85
Subsidiary
0.40
-
0.40
12.85
5.00
4.50
9.50
2.00
2.00
0.75
-
0.40
-
40.00
-
1.60
1.60
0.05
0.05
64.69
45.82
8.35
5.92
73.04
51.74
0.01
0.02
0.02
0.02
0.03
0.05
0.03
0.18
0.01
0.01
0.01
0.01
0.02
0.04
0.03
0.13
Subsidiary
Subsidiary
Redemption of debentures
Subsidiary
Purchase of shares of International Bakery Products Limited
Subsidiary
Ultimate
holding
company
Shared service income
Subsidiary
Rental income
Subsidiary
Remittance of dividend
Holding
company
Others
Fellow
subsidiary
companies
Total
SAP license fee recovered from
Total
115
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
` in crores
Relationship
31 March
2015
31 March
2014
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
0.04
0.01
176.03
0.13
0.02
77.76
253.99
0.41
0.01
163.14
0.02
64.01
227.59
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
26.97
25.67
20.55
42.09
4.09
119.37
18.30
25.85
16.92
29.09
4.20
94.36
Subsidiary
0.74
0.94
Subsidiary
14.74
0.72
Subsidiary
0.57
0.29
Associate
0.50
0.77
16.55
2.71
Subsidiary
0.34
-
Subsidiary
5.59
5.95
Subsidiary
1.56
1.45
Subsidiary
0.24
0.62
Britannia and Associates (Mauritius) Private Limited,
Mauritius
Subsidiary
0.32
0.41
Subsidiary
0.41
0.55
Ultimate
Holding
Company
2.12
-
Subsidiary
1.03
-
Associate
Purchase of finished goods / consumables and ingredients
Total
Conversion charges
Total
Sale of goods / consumables and ingredients
Total
Sale of assets
Al Sallan Food Industries Company SAOC, Oman
Interest and dividend income
Total
116
0.02
-
11.29
8.98
` in crores
Relationship
Royalty income
Remuneration #
Mr. Varun Berry
Ms. Vinita Bali
Subsidiary
KMP
KMP
31 March
2015
31 March
2014
10.40
7.84
4.71
4.71
1.39
4.11
5.50
-
0.06
13.46
13.52
-
0.02
2.27
2.29
# Excludes Contributions to employee retirement / Post retirement and other
employee benefits which are based on actuarial valuation done on an overall
Company basis.
Shares allotted under employee stock option scheme for consideration
received during the year 2013-14
Ms. Vinita Bali
KMP
Equity shares
Securities premium
Total
Shares allotted under employee stock option scheme for consideration
received during the year 2012-13
Ms. Vinita Bali
KMP
Equity shares
Securities premium
Total
Loan given to
Total
Subsidiary
Subsidiary
Subsidiary
Subsidiary
3.52
3.90
21.06
28.48
0.70
5.03
2.96
8.69
Loan repaid by
Total
Subsidiary
Subsidiary
Subsidiary
Subsidiary
4.86
9.06
18.64
0.34
32.90
2.55
4.55
0.40
7.50
117
` in crores
Relationship
31 March
2015
31 March
2014
Related party closing balances as on balance sheet date:
Outstanding - net receivables / (payables)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(0.45)
(0.41)
22.63
8.30
(0.11)
17.75
1.45
11.72
Subsidiary
56.24
60.81
Subsidiary
0.30
-
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Ultimate
Holding
Company
4.00
0.06
0.43
0.42
(0.56)
(0.12)
40.00
0.72
0.08
5.06
0.41
0.70
(0.06)
-
130.84
98.53
Subsidiary
1.04
1.04
Investment in debentures held
Total
Subsidiary
Subsidiary
6.77
6.77
0.75
6.77
7.52
Investment in shares held
Others
Total
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Subsidiary
Subsidiary
76.02
121.69
14.03
0.72
0.54
0.80
2.58
27.67
0.32
0.28
4.67
0.05
249.37
76.02
121.69
14.03
0.72
0.54
0.40
2.58
22.67
0.32
0.28
0.17
0.06
239.48
Total
Provision for doubtful loans / advances
118
` in crores
Relationship
31 March
2015
31 March
2014
Provision for diminution in value of investment
Britannia and Associates (Mauritius) Private Limited, Mauritius Subsidiary
Daily Bread Gourmet Foods (India) Private Limited [Refer
Subsidiary
note 11 (note (a))]
Total
35.00
24.00
35.00
20.00
59.00
55.00
Corporate Guarantee
103.12
149.70
30.62
11.91
4.50
47.03
29.34
11.41
4.50
45.25
Letter of awareness / comfort
Total
Subsidiary
Subsidiary
Subsidiary
Letter of financial and operational support given to the following subsidiaries:
Subsidiary
Subsidiary
Britannia and Associates (Dubai) Private Company Limited, Dubai Subsidiary
Strategic Brands Holding Company Limited, Dubai
Subsidiary
Subsidiary
Notes:
(i) The above does not include related party transactions with retiral funds, as key management
personnel who are trustees of the funds cannot individually exercise significant influence on the
retiral funds transactions.
(ii) The above information has been determined to the extent such parties have been identified on the
basis of information available with the Company and relied upon by the auditors.
Note 45
Employee benefits
(a) Post retirement benefit - Defined contribution plans
The Company has recognised an amount of ` 5.75 (previous year: ` 5.85) as expenses under the
defined contribution plans in the statement of profit and loss for the year:
31 March 2015 31 March 2014
Benefit (Contribution to)
Provident Fund *
3.70
3.58
Family Pension Scheme
1.31
1.18
Pension Fund
0.74
1.09
5.75
5.85
Total
* With regard to the assets of the fund and the return on the investments, the Company does not
expect any deficiency in the foreseeable future.
119
` in crores
(b)
Post retirement benefit - Defined benefit plans
The Company has two funds: Britannia Industries Limited Covenanted Staff Gratuity Fund and
Britannia Industries Limited Non Covenanted Staff Gratuity Fund, which are funded defined
benefit plans for qualifying employees.
(i) The Scheme in relation to Britannia Industries Limited Non Covenanted Staff Gratuity Fund
provides for lumpsum payment to vested employees at retirement, death while in employment
or on termination of employment of an amount equivalent to 15 days salary payable for each
completed year of service or part thereof in excess of six months subject to the higher of
maximum amount payable as per the Payment of Gratuity Act, 1972 and twenty months
salary.
(ii) The Scheme in relation to Britannia Industries Limited Covenanted Staff Gratuity Fund
completed year of service or part thereof in excess of six months subject to the higher of
maximum amount payable as per the Payment of Gratuity Act, 1972 and twenty months
salary.
Vesting (for both the funds mentioned above) occurs only upon completion of five years of service,
except in case of death or permanent disability. The present value of the defined benefit obligation
and the related current service cost are measured using the projected unit credit method with
actuarial valuation being carried out at balance sheet date.
31 March 31 March 31 March 31 March 31 March
2015
2014
2013
2012
2011
1.
Reconciliation of opening and closing
balances of the present value of the
defined benefit obligation:
Obligations as at 1 April
14.22
14.53
13.93
15.46
15.75
Service cost
0.95
0.96
0.88
0.94
1.01
Interest cost
1.28
1.16
1.18
1.28
1.26
(6.51)
(2.26)
(2.19)
(3.46)
(2.29)
1.92
(0.17)
0.73
(0.28)
(0.27)
11.86
14.22
14.53
13.93
15.46
17.43
16.73
16.30
17.51
16.61
1.57
1.45
1.39
1.44
1.33
(0.31)
(0.08)
(0.08)
(0.19)
0.07
0.28
1.59
1.31
1.01
1.79
Benefits settled
(6.51)
(2.26)
(2.19)
(3.46)
(2.29)
Plan assets as at 31 March at fair value
12.46
17.43
16.73
16.30
17.51
11.86
14.22
14.53
13.93
15.46
12.46
17.43
16.73
16.30
17.51
0.60
3.21
2.20
2.37
2.04
Benefits settled
Actuarial (gain) / loss
Obligations as at year end 31 March
2.
Change in plan asset:
Plan assets as at 1 April at fair value
Expected return on plan assets
Actuarial gain / (loss)
Contributions
3.
Reconciliation of present value of the
obligation and the fair value of the
plan assets:
Present value of obligation as at 31
March
Plan assets as at 31 March at fair value
Amount recognised in balance sheet
asset / (liability)
120
` in crores
31 March 31 March 31 March 31 March 31 March
2015
2014
2013
2012
2011
4.
Expenses recognised in the statement
of profit and loss:
Current service cost
Interest cost
Net cost
Amount recognised in the balance
sheet:
Opening (asset) / liability
Expense as above
Employers’ contribution paid
Closing (asset) / liability
Experience adjustment:
On plan liabilities (gain) / loss
On plan assets gain / (loss)
5.
6.
7.
Investment details:
Government of India securities
State Government securities
Public sector securities
Mutual funds
Special deposit scheme
8.
0.95
1.28
(1.57)
2.23
2.89
0.96
1.16
(1.45)
(0.09)
0.58
0.88
1.18
(1.39)
0.81
1.48
0.94
1.28
(1.44)
(0.09)
0.68
1.01
1.26
(1.33)
(0.34)
0.61
(3.21)
2.89
(0.28)
(0.60)
(2.20)
0.58
(1.59)
(3.21)
(2.37)
1.48
(1.31)
(2.20)
(2.04)
0.68
(1.01)
(2.37)
(0.86)
0.61
(1.79)
(2.04)
1.20
1.25
0.21
(0.14)
0.18
(0.31)
(0.08)
(0.08)
(0.19)
0.07
% Invested % Invested % Invested % Invested % Invested
5.55
30.02
56.33
3.49
4.61
100.00
23.02
26.80
45.27
1.51
3.40
100.00
26.79
22.74
45.66
1.03
3.78
100.00
27.08
20.00
43.82
0.78
8.32
100.00
25.45
15.91
50.35
0.63
7.66
100.00
7.92%
7.92%
9.02%
9.02%
8%
8%
8.50%
8.50%
8.25%
8.25%
4%
16%
5%
58
4%
14%
5%
58
2%
14%
5%
58
2%
14%
5%
58
1%
14%
5%
58
Principal actuarial assumptions:
Discount factor [Refer note (i) below]
Estimated rate of return on plan assets
[Refer note (ii) below]
Attrition rate:
Service related:
5 years and above
Below 5 years
Salary escalation rate
Retirement age (in years)
Notes:
(i)
The discount rate is based on the prevailing market yield on Government Securities as at the balance
sheet date for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the
composition of the plan assets held, assessed risks of asset management, historical results of the
return on plan assets and the Company’s policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes into account inflation,
seniority, promotion and other relevant factors such as supply and demand in the employment
market.
(iv) The disclosure above includes amounts for both Britannia Industries Limited Covenanted Staff
Gratuity Fund and Britannia Industries Limited Non Covenanted Staff Gratuity Fund.
121
` in crores
Note 46
Disclosure as per clause 32 of the Listing Agreement in respect of loans and advances, the amount in
the nature of loans outstanding at year end:
Outstanding as at
Maximum outstanding
during the year ended
31 March
2015
31 March
2014
31 March
2015
31 March
2014
Sunrise Biscuits Company Private Limited, net
-
4.86
4.86
7.41
Daily Bread Gourmet Foods (India) Private Limited,
net
-
4.05
4.05
6.05
-
15.12
15.94
15.52
53.41
58.57
58.67
60.65
20.73
-
21.06
-
2.93
3.30
3.30
3.63
Subsidiaries
Others
(repayment schedule in excess of 7 years)
Note47 Derivative contracts
Foreign currency forward contracts
The Company has designated certain foreign exchange forward contracts (relating to foreign currency
receivables and payables) outstanding as on 31 March 2015 as hedge of committed transaction. On that
date, the Company had forward contracts amounting to USD 2,908,783 and EUR 2,060,830 (previous
year: USD 2,686,908 and EUR 58,287). As at the year end the unrealized exchange loss of ` 0.49 has been
accounted for (previous year: unrealized exchange gain of ` 0.55 has not been accounted) (arrived on a
mark to market basis) in line with the ICAI notification issued in March 2008.
Note48
Capital subsidy
During the year ended 31 March 2013, an amount of ` 5 was received towards capital subsidy for the
Hajipur Factory, Bihar in accordance with the State Industrial Policy of Bihar. Out of this, an amount
of ` 0.71 (previous year: ` 0.54) has been credited to the statement of profit and loss (by reducing the
depreciation charge for the year) and the outstanding amount of ` 3.57 (previous year: ` 4.28) has been
classified as capital subsidy in the balance sheet [Refer note 1 (t)].
Note49
Corporate Social Responsibility
During the year, the amount required to be spent on corporate social responsibility activities amounted to
` 7.35 in accordance with Section 135 of the Companies Act, 2013.The following amounts were spent
during the year:
(i)
Amount spent other than for construction/ acquisition of any asset
(ii)
Amount accrued and not paid
7.35
7.35
Total
Note50
Figures in rupees have been rounded off to two decimal places to the nearest crore, unless otherwise stated.
Note51
During the year ended 31 March 2015 no material foreseeable loss was incurred for any long-term contract
including derivative contracts.
122
` in crores
Note52 The financial statements are presented in ` crores (rounded off to two decimal places). Those items which
are required to be disclosed and which were not presented in the financial statements due to rounding off
to the nearest ` crore are given below:
` in ‘000
Note No.
Description
31 March 2015 31 March 2014
12. Non-current investments:
(a) Trade investments - Unquoted - Investments in debentures
/ bonds
The Bengal Chamber of Commerce and Industry 6 1/2 %
4
4
Non-redeemable registered debentures 1962
(b) Other investments - Quoted - Investments in equity
instruments (fully paid)
The Fertilisers & Chemicals Travancore Limited [Face Value:
20
` 10/-; Number of shares: Nil (previous year: 500)]
28
Reliance Infrastructure Limited [Face Value: ` 10/-; Number
of shares: Nil (previous year: 46)]
17
Reliance Capital Limited [Face Value: ` 10/-; Number of
shares: Nil (previous year: 30)]
8
Timken India Limited [Face Value: ` 10/-; Number of shares:
Nil (previous year: 50)]
44. Related party disclosures under Accounting Standard 18:
Relationship
(a) Purchase of shares [Purchase of shares of
International Bakery Products Limited]
Subsidiary
0.1
Private Limited
Subsidiary
0.1
Gilt Edge Finance and Investments Private
Subsidiary
0.1
Limited
(b) Outstanding as at year end - net receivables
/ (payables)
Subsidiary
46
46
Mauritius
Subsidiary
43
(48)
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
123
Independent Auditor’s Report
To the Board of Directors of Britannia Industries Limited
We have audited the accompanying consolidated
financial statements of Britannia Industries Limited (“the
Company”), its subsidiaries and associates (collectively
known as (‘the Group’), which comprise the consolidated
balance sheet as at 31 March 2015, and the consolidated
statement of profit and loss and the consolidated cash
flow statement for the year then ended, and a summary
of significant accounting policies and other explanatory
information.
As stated in note 1(d) of consolidated financial statements,
the consolidated financial statements have been prepared
and audited to comply with the Listing Agreement
as the Group is exempt from the requirements of the
Companies Act, 2013 in respect to preparation and audit
of consolidated financial statements.
Management’s responsibility for the consolidated
financial statements
The Company’s Board of Directors is responsible for the
preparation of these consolidated financial statements
that give a true and fair view of the consolidated financial
position, consolidated financial performance and
consolidated cash flows of the Company in accordance
with accounting principles generally accepted in India.
This responsibility includes the design, implementation
and maintenance of internal control relevant to the
preparation and presentation of the consolidated financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these
consolidated financial statements based on our audit. We
conducted our audit in accordance with the Standards on
Auditing issued by the Institute of Chartered Accountants
of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the
consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in
the consolidated financial statements. The procedures
selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud
or error. In making those risk assessments, the auditor
considers internal control relevant to the Company’s
preparation and fair presentation of the consolidated
financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness
of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates
made by Management, as well as evaluating the overall
presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion and to the best of our information
and according to the explanations given to us, the
consolidated financial statements give a true and fair view
in conformity with the accounting principles generally
accepted in India:
(i) in the case of the consolidated balance sheet, of the
state of affairs of the Group as at 31 March 2015;
(ii) in the case of the consolidated statement of profit
and loss, of the profit for the year ended on that
date; and
(iii) in the case of the consolidated cash flow statement,
of the cash flows for the year ended on that date.
Other matter
We did not audit the financial statements and other
financial information of certain subsidiaries. These
subsidiaries account for 7.00% of total assets, 4.51% of
total revenues and other income and 23.93% of cash flows,
as shown in these consolidated financial statements. Of
the above:
a. The financial statements and other financial
information of some of the subsidiaries incorporated
outside India as drawn up in accordance with the
generally accepted accounting principles of the
respective countries (‘the local GAAP’) have been
audited by other auditors duly qualified to act as
auditors in those countries. These subsidiaries
account for 6.99% of total assets, 4.51% of total
revenue and other income and 24.02% of cash flows
as shown in these consolidated financial statements.
For the purposes of preparation of consolidated
financial statements, the aforesaid local GAAP
financial statements have been restated by the
Management of the said entities so that they conform
to the generally accepted accounting principles in
India. This has been done on the basis of a reporting
package prepared by the Company which covers
124
accounting and disclosure requirements applicable
to consolidated financial statements under the
generally accepted accounting principles in India.
The reporting packages made for this purpose have
been reviewed by the other auditors and the limited
review reports of those other auditors have been
furnished to us. Our opinion on the consolidated
financial statements, insofar as it relates to these
entities, is based on the aforesaid limited review
reports of these other auditors.
b. The financial statements and other financial
information of the remaining subsidiaries have not
been subject to audit either by us or other auditors
and therefore unaudited financial statements for
the year ended 31 March 2015 of these entities
have been furnished to us by the Management.
These subsidiaries account for 0.01% of total assets,
Nil% of total revenues and other income and
(0.09)% of cash flows as shown in these consolidated
financial statements, and therefore are not material
to the consolidated financial statements, either
individually or in the aggregate.
We also did not audit the financial statements of associates,
whose financial statements reflect share of profit of the
Group aggregating ` 0.21 crores for the year ended 31
March 2015.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion.
for B S R & Co. LLP
Place: Bangalore Date:21 May 2015 125
Sunil Gaggar
Partner
Consolidated balance sheet
As at
I.
EQUITY AND LIABILITIES
(1) Shareholders’ funds
(a) Share capital
(b) Reserves and surplus
II.
31 March 2015
` in crores
31 March 2014
23.99
1,217.55
1,241.54
3.57
2.43
23.99
769.84
793.83
4.28
2.38
4
5
6
7
43.33
19.96
5.65
68.94
28.42
8.88
19.03
3.93
60.26
96.88
703.42
259.45
417.12
1,476.87
2,793.35
119.76
556.69
241.53
328.14
1,246.12
2,106.87
720.63
12.76
48.37
781.76
110.68
77.06
23.35
90.35
37.17
724.65
15.93
107.09
847.67
107.01
35.02
58.95
12.12
440.88
404.04
135.81
226.33
465.92
1,672.98
2,793.35
162.85
420.27
108.70
109.07
245.21
1,046.10
2,106.87
Note No.
2
3
(2)
(3)
(4)
Capital subsidy
Minority interest
Non-current liabilities
(a) Long-term borrowings
(b) Deferred tax liabilities, net
(c) Other long-term liabilities
(d) Long-term provisions
(5)
Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions
8
9
10
11
ASSETS
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
12
(2)
40
(b) Goodwill on consolidation, net
(c) Non-current investments
(d) Deferred tax asset, net
(e) Long-term loans and advances
(f) Other non-current assets
Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and bank balances
(e) Short-term loans and advances
12
13
5
14
15
16
17
18
19
20
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
1
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
126
Consolidated statement of profit and loss
For the year ended
I.
Revenue from operations
Sale of products
Less: Excise duty
Net sale of products
Other operating revenues
Note No.
21
II.
III.
IV.
Other income
Total revenue (I + II)
Expenses:
Purchase of stock-in-trade
Changes in inventories of finished goods, work-in-progress and
stock-in-trade
Employee benefits expense
Finance costs
Other expenses
Total expenses
V.
Profit before exceptional and extraordinary items and tax (III - IV)
VI. Exceptional items profit / (loss)
VII. Profit before tax (V + VI)
VIII. Tax expense:
(1) Current tax
Income tax
Minimum alternative tax credit entitlement
(2) Deferred tax charge / (credit)
IX. Profit for the year before share of profits / (losses) of
associates (net) and minority interest (VII - VIII)
Share of net profit / (loss) of associates
Share of profit of minority
X. Profit for the year
XI. Earnings per equity share
(1) Basic [nominal value of ` 2/- each]
(2) Diluted [nominal value of ` 2/- each]
Weighted average number of equity shares used in computing
earnings per share:
- Basic
- Diluted
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
22
23
24
25
26
12
27
28
38
33
1
31 March 2015
` in crores
31 March 2014
7,944.18
(169.09)
7,775.09
83.33
7,858.42
87.96
7,946.38
6,945.52
(116.20)
6,829.32
83.39
6,912.71
33.59
6,946.30
4,119.97
602.24
(30.40)
3,657.40
525.13
(11.51)
280.58
3.86
144.48
2,022.12
7,142.85
803.53
146.06
949.59
262.66
8.29
83.18
1,851.83
6,376.98
569.32
569.32
293.28
(6.13)
(26.04)
688.48
179.88
(2.42)
(3.88)
395.74
0.21
(0.05)
688.64
(0.27)
(0.12)
395.35
57.42
57.41
33.00
33.00
119,925,815
119,942,424
119,799,171
119,799,171
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
127
Consolidated Cash flow statement
For the year ended
Cash flows from operating activities
Profit before tax
31 March 2015
` in crores
31 March 2014
949.59
569.32
Adjustments for:
144.48
83.18
Profit on sale of investments, net
(43.30)
(5.65)
Profit on sale of fixed assets, net
(153.51)
(9.65)
Dividend income
(0.23)
(0.28)
Interest income
(40.30)
(14.09)
Interest expense
3.86
8.29
Operating profit before working capital changes
(Increase) / decrease in inventories
(Increase) / decrease in trade receivables
(Increase) / decrease in loans and advances and other assets
(Increase) / decrease in bank balances (other than cash and cash equivalents)
Increase / (decrease) in liabilities and provisions
Cash generated from operations
Income taxes paid, net of refund
Net cash provided by operating activities
860.59
631.12
17.49
(43.07)
(24.81)
18.35
14.17
17.15
(158.77)
8.48
177.26
225.24
885.93
857.27
(301.47)
(185.79)
584.46
671.48
(117.67)
(110.12)
164.01
10.62
Cash flows from investing activities
Purchase of fixed assets (including finance leased assets)
Proceeds from sale of fixed assets
Purchase of investments, net
(276.77)
(84.29)
(355.00)
(75.00)
Inter-corporate deposits redeemed
105.00
-
Interest received
29.90
12.87
Dividend received
Net cash provided by / (used in) investing activities
0.23
0.28
(450.30)
(245.64)
Cash flows from financing activities
Repayment of secured loans, net
16.95
(6.09)
Interest paid
(3.25)
(8.85)
Repayment of unsecured loans
(26.95)
(237.00)
Proceeds from share allotment
-
13.52
Dividend paid including tax thereon
(168.12)
(118.92)
(181.37)
(357.34)
(47.21)
68.50
Cash and cash equivalents at the beginning of the year
90.35
21.85
Cash and cash equivalents at the end of the year (Refer note below)
43.14
90.35
Net cash provided by / (used in) financing activities
Net (decrease) / increase in cash and cash equivalents
128
Consolidated Cash flow statement (CONTINUED)
For the year ended
Note:
Cash and cash equivalents at the end of the year
Book overdraft [Refer note 10]
Effect of exchange rate changes
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
31 March 2015
` in crores
31 March 2014
57.07
(12.95)
98.58
(5.11)
(0.98)
(3.12)
43.14
90.35
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
129
Notes to consolidated financial statements
Note 1 Significant accounting policies
(a) Basis of preparation of consolidated financial statements
The consolidated financial statements relate to Britannia Industries Limited (‘the Company’) and its
subsidiaries and associates (‘the Group’). The consolidated financial statements are prepared in accordance
with Accounting Standard 21 - “Consolidated Financial Statements” and Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statement” prescribed under Section
133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014.
The consolidated financial statements are prepared by adopting uniform accounting policies between the
group companies for like transactions and other events in similar circumstances and are presented to
the extent possible, in the same manner as the Company’s separate financial statements. Appropriate
disclosure, as applicable, is made of significant deviations from the Company’s accounting policies, which
have not been adjusted.
(b)Subsidiaries and associate companies considered in the consolidated financial statements:
Name of the Company
Country of
incorporation
Subsidiary companies:
Gilt Edge Finance and Investments Private Limited
Britannia and Associates (Mauritius) Private Limited
Britannia and Associates (Dubai) Private Co. Limited
Strategic Brands Holding Company Limited
Britannia Dairy Holdings Private Limited
Associates:
The following companies limited by guarantee, are also
considered for consolidation:
Britannia Employees General Welfare Association Private
Limited
Britannia Employees Medical Welfare Association Private
Limited
Britannia Employees Educational Welfare Association Private
Limited
130
India
India
India
India
India
India
India
India
Mauritius
Dubai, UAE
Oman
Dubai, UAE
Dubai, UAE
India
India
Mauritius
India
India
India
India
India
Proportion Proportion
of
of voting
ownership power held
interest directly or
(in %) indirectly
(in %)
100.00
40.53
46.13
51.00
100.00
100.00
100.00
99.16
100.00
100.00
65.46
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
51.00
100.00
100.00
100.00
99.16
100.00
100.00
65.46
100.00
100.00
100.00
100.00
100.00
26.02
35.00
26.02
35.00
Notes to consolidated financial statements (continued)
(c)Principles of consolidation
(i) These consolidated financial statements have been prepared by consolidation of the financial
statements of the Company and its subsidiaries on a line-by-line basis after fully eliminating the
inter-company transactions.
The following subsidiary companies are excluded from consolidation as they are not significant:
Name of the entity
Relationship
Country of incorporation
Vasana Agrex and Herbs Private Limited
Subsidiary
India
Subsidiary
India
(ii) Accounting for investments in associate companies has been carried out under the equity method of
accounting prescribed under Accounting Standard 23 - “Accounting for Investments in Associates
in Consolidated Financial Statements” wherein goodwill / capital reserve arising at the time of
acquisition, and the Group’s share of profit or loss after the date of acquisition have been adjusted in
the investment value.
(d) Basis of accounting and preparation of financial statements
The consolidated financial statements are prepared under the historical cost convention, on the accrual
basis of accounting to comply in all material aspects with the applicable accounting principles in India,
the mandatory Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (‘the Act’),
read with Rule 7 of the Companies (Accounts) Rules, 2014 and the guidelines issued by the Securities and
Exchange Board of India (‘SEBI’).
The consolidated financial statements have been prepared to comply with the Listing Agreement as the
Group is exempt from the requirements of the Act in respect to preparation of consolidated financial
statements.
The financial statements of Britannia and Associates (Dubai) Private Co. Limited, Dubai; Britannia Dairy
Holdings Private Limited, Mauritius; Klassik Foods Private Limited and Nalanda Biscuits Company Limited
have been incorporated in the consolidated financial statements of Britannia Industries Limited based on
unaudited financial statements.
(e)Use of estimates
The preparation of consolidated financial statements, in conformity with generally accepted accounting
principles in India requires, that the management makes estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial statement and
the reported amounts of revenue and expenses during the reported period. Actual results could differ from
those estimates. Any revision to accounting estimates is recognised prospectively in current and future
periods.
Fixed assets
(f)
Tangible assets
Tangible assets are stated at their cost of acquisition or construction less accumulated depreciation. Cost
includes inward freight, duties, taxes and expenses incidental to acquisition and installation or construction,
net of refundable duties, levies and taxes where applicable. The cost of fixed assets not ready for their
intended use before such date, are disclosed as capital work-in-progress.
131
` in crores
Intangible assets
(i) Intangible assets are stated at cost of acquisition less accumulated amortisation.
(ii) Goodwill arising on consolidation represents the excess of cost to the Group of its investment in
a subsidiary company over the Group’s portion of net worth of the subsidiary, and is net of capital
reserve.
(g) Depreciation and amortisation
Depreciation in respect of all the assets is provided on straight line method over the useful lives of assets
estimated by the Company. Depreciation for assets purchased / sold during the period is proportionately
charged. Intangible assets are amortised over their respective individual estimated useful lives on a straight
line basis, commencing from the date the asset is available to the Company for its use. The Company
estimates the useful life of fixed assets as follows:
Assets classification
Useful life
Plant and equipment *
7.5 - 15 years
10 years
Motor vehicles
8 years
Office equipment
3 - 5 years
Buildings
60 years
Leasehold land
Lease period
Moulders, cutters and spare parts *
1 year
* The Company believes the useful lives as given above best represent the useful life of these assets based
on internal assessment where necessary, which is different from the useful lives as prescribed under Part C
of Schedule II of the Companies Act, 2013.
In respect of assets held by J B Mangharam Foods Private Limited and Ganges Vally Foods Private Limited,
depreciation is provided on a written-down-value basis over its expected useful life. The written down
value of assets as on 31 March 2015 amounts to ` 17.92 and ` 1.79 (previous year: ` 8.37 and ` 3.83) for
J B Mangharam Foods Private Limited and Ganges Vally Foods Private Limited respectively. The impact of
the depreciation computed under the straight line method is not material.
Intangible assets
Expected useful life of assets of Group is as mentioned below:
Know-how : 3 years,
Marketing infrastructure : 3 years,
Non-compete rights : 2 years, and
Computer software : 6 years
Goodwill arising on consolidation is evaluated for impairment periodically. (Also refer point (h)
below)
(h) Impairment of assets
The Group assesses at each balance sheet date whether there is any indication that an asset, including
intangible, may be impaired. If any such indication exists, the Group estimates the recoverable amount of
the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to
which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable
amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and
loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no
longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount
subject to a maximum of depreciable historical cost. An impairment loss is reversed only to the extent that
the carrying amount of asset does not exceed the net book value that would have been determined, if no
impairment loss had been recognised.
132
` in crores
(i)Leases
Assets acquired under lease where the Group has substantially all the risks and rewards of ownership are
classified as finance lease. Such leases are capitalised at the inception of lease at lower of the fair value and
present value of minimum lease payments. Assets taken on finance lease are depreciated over its estimated
useful life or the lease term whichever is lower.
Assets acquired under lease where the significant portion of risks and rewards of ownership are retained by
the lessor are classified as operating lease. Lease rentals are charged to the statement of profit and loss on
accrual basis.
(j)Inventories
Inventories are valued at the lower of cost (including prime cost, excise duty and other overheads incurred
in bringing the inventories to their present location and condition) and estimated net realisable value, after
providing for obsolescence, where appropriate. The comparison of cost and net realisable value is made on
an item-by-item basis. The net realisable value of materials in process is determined with reference to the
selling prices of related finished goods. Raw materials, packing materials and other supplies held for use
in production of inventories are not written down below cost except in cases where material prices have
declined, and it is estimated that the cost of the finished products will exceed their net realisable value.
The provision for inventory obsolescence is assessed regularly based on estimated usage and shelf life of
products.
Raw materials, packing materials and stores and spares are valued at cost computed on moving weighted
average basis. The cost includes purchase price, inward freight and other incidental expenses net of
refundable duties, levies and taxes, where applicable.
Work-in-progress is valued at input material cost plus conversion cost as applicable.
Stock-in-trade is valued at the lower of net realisable value and cost (including prime cost and other
overheads incurred in bringing the inventories to their present location and condition), computed on a
moving weighted average basis.
Finished goods are valued at lower of net realisable value and prime cost, excise duty and other overheads
incurred in bringing the inventories to their present location and condition.
In respect of following subsidiaries, inventories are valued at cost, computed under first-in-first-out basis.
The value of these inventories are as given below:
31 March 2014
16.93
16.15
(k) Trade receivables and loans and advances
31 March 2015
Trade receivables and loans and advances are stated after making adequate provision for doubtful debts and
advances.
(l)Investments
Long-term investments are stated at cost. A provision for diminution is made to recognise a decline, other
than temporary, in the value of long-term investments.
Current investments are stated at lower of cost and fair value for each investment individually.
133
(m)Revenue recognition
Revenue from sale of goods (including sale of scrap) is recognised on transfer of all significant risks and
rewards of ownership to the buyer. The amount recognised as sale is exclusive of sales tax and net of trade
discounts and sales returns. Sales are presented both gross and net of excise duty.
Income from royalty and services is accounted for based on contractual agreements.
Dividend income is accounted for in the year in which the right to receive the same is established.
Interest on investments and deposits is booked on a time-proportion basis taking into account the amounts
invested and the rate of interest.
(n) Foreign currency transactions
Transactions in foreign currency are recorded at exchange rates prevailing on the respective dates of the
relevant transactions. Monetary assets and liabilities denominated in foreign currency are restated at
exchange rates prevailing at the balance sheet date. The gains or losses resulting from such transactions are
adjusted to the statement of profit and loss. Non-monetary assets and non-monetary liabilities denominated
in foreign currency and measured at fair value / net realisable value are translated at the exchange rate
prevalent at the date when the fair value / net realisable value was determined. Non-monetary assets and
non-monetary liabilities denominated in foreign currency and measured at historical cost are translated at
the exchange rate prevalent at the date of transaction.
The Group uses foreign exchange forward contracts to cover its exposure towards movements in foreign
exchange rates. The Group does not use the foreign exchange forward contract for trading or speculative
purposes.
Premium or discount arising at the inception of forward contracts against the underlying assets is amortised
as expense or income over the life of contract. Exchange differences on forward contracts are recognised in
the statement of profit and loss in the reporting period in which the exchange rates change.
(o) Derivative contracts
Based on the principle of prudence as provided in Accounting Standard 1 - “Disclosure of accounting
policies”, the Group assesses losses, if any, by marking to market all its outstanding derivative contracts
[other than those accounted under Accounting Standard 11 - “Effects of changes in foreign exchange rates”
(Refer point (n) above)] at the balance sheet date and provides for such losses. The net gain, if any, based
on the said evaluation is not accounted for in line with the Institute of Chartered Accountants of India
notification issued in March 2008 in relation to such transactions.
(p) Taxes on income
Income-tax expense comprises current tax (i.e. amount of tax for the year determined in accordance
with the income-tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences
between accounting income and taxable income for the year). Deferred tax in respect of timing differences
which originate during the tax holiday period but reverse after the tax holiday period is recognised in the
year in which the timing differences originate. For this purpose the timing differences, which originate
first are considered to reverse first. The deferred tax charge or credit and the corresponding deferred tax
liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the
balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that
the assets can be realised in future; however, where there is unabsorbed depreciation or carried forward
business loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of
realisation of such assets.
Deferred tax assets / liabilities are reviewed at each balance sheet date and written down or written up to
reflect the amount that is reasonably / virtually certain (as the case may be) to be realised.
The Group offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and
liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on
a net basis.
134
Minimum Alternative Tax (‘MAT’) credit is recognised as an asset only when and to the extent there is
convincing evidence that the Group will pay normal income-tax during the specified period. In the year in
which the MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations
contained in the guidance note issued by the Institute of Chartered Accountants of India, the said asset is
created by way of a credit to the statement of profit and loss. The Group reviews the same at each balance
sheet date and writes down the carrying amount of MAT credit entitlement to the extent there is no longer
convincing evidence to the effect that Group will pay normal income-tax during the specified period.
(q)Employee benefits
(i)Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified
as short-term employee benefits, which include benefits like salaries, wages, short-term compensated
absences and performance incentives and are recognised as expenses in the period in which the
employee renders the related service.
(ii) Post-employment benefits
Contributions to defined contribution schemes such as Provident Fund, Pension Fund etc.,
are recognised as expenses in the period in which the employee renders the related service. In
respect of certain employees, Provident Fund contributions are made to a Trust administered by
the Company. The interest rate payable to the members of the Trust shall not be lower than the
statutory rate of interest declared by the Central Government under the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the Company.
In respect of contributions made to government administered Provident Fund, the Company has
no further obligations beyond its monthly contributions. The Company also provides for post
employment defined benefit in the form of gratuity and medical benefits. The cost of providing
benefit is determined using the projected unit credit method, with actuarial valuation being carried
out at each balance sheet date.
The Britannia Industries Limited Covenanted Staff Pension Fund Trust (‘BILCSPF’) and Britannia
Industries Limited Officers’ Pension Fund Trust (‘BILOPF’) were established by the Company to
administer pension schemes for its employees. These trusts are managed by the Trustees. The Pension
Scheme is applicable to all the managers and officers of the Company who have been employed up to
the date of 15 September 2005 and any manager or officer employed after that date, if he has opted for
the membership of the scheme. The Company makes a contribution of 15% of basic salary in respect
of the members each month to the trusts. On retirement, subject to the vesting conditions as per the
rules of the trust, the member becomes eligible for pension, which is paid from annuity purchased in
the name of the member by the trusts.
In case of Al Sallan Food Industries Co. SAOC, the provision for employees’ terminal benefits is based
upon the liability accrued in accordance with the terms of employment of the Company’s employees
at the statement of financial position date, having regard to the requirements of the Oman Labour
Law, 2003 and the Social Security Law, 1991.
In case of Strategic Food International Co. LLC, Dubai, provision for staff terminal benefits is
calculated in accordance with the UAE Federal Labour Law and is based on the liability that would
arise if the employment of all the Company’s staff were terminated on the balance sheet date. This
difference in accounting policy from the Group’s accounting policy as mentioned above does not
have a material impact on the financial statements.
(iii) Other long-term employee benefits
All employee benefits (other than post-employment benefits and termination benefits) which do not
fall due wholly within twelve months after the end of the period in which the employees render the
related services are determined based on actuarial valuation carried out at each balance sheet date.
Provision for compensated absences is based on actuarial valuation carried out as at 1 January every
year.
135
(iv) Voluntary retirement scheme benefits
Voluntary retirement scheme benefits are recognised as an expense in the year they are incurred.
(r) Borrowing costs
Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take a
substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are accounted
as an expense in the statement of profit and loss.
(s)Employee share based payments
The Group measures compensation cost relating to employee stock options using the intrinsic value method.
Compensation expense, if any, is amortised over the vesting period of the option on a straight line basis.
(t)Provisions and contingent liabilities
A provision is recognised when the Group has a present obligation as a result of past events, for which it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made. Provisions are reviewed regularly and are adjusted where necessary to
reflect the current best estimate of the obligation. When the Group expects a provision to be reimbursed, the
reimbursement is recognised as a separate asset only when reimbursement is virtually certain.
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that
may probably not require an outflow of resources. When there is a possible or a present obligation where the
likelihood of outflow of resources is remote, no provision or disclosure is made.
Provision for onerous contracts, i.e. contracts where the expected unavoidable cost of meeting the obligations
under the contract exceed the economic benefits expected to be received under it, are recognised when it is
probable that an outflow of resources embodying economic benefits will be required to settle a present obligation
as a result of an obligating event based on a reliable estimate of such obligation.
(u)Earnings per share
Basic earnings per share is computed by dividing the net profit attributable to the equity shareholders by the
weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed
by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings
per share and also the weighted average number of equity shares that could have been issued upon conversion
of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning
of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares
that are dilutive and that either reduces earnings per share or increases loss per share are included. The number
of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for the share
splits.
(v) Cash flow statement
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The
cash flows from regular revenue generating (operating activities), investing and financing activities of the Group
are segregated.
(w) Capital subsidy
Capital subsidy related to depreciable fixed assets is treated as deferred income and recognised in the statement
of profit and loss on a systematic basis over the useful life of the asset.
(x) Government grants related to revenue
Government grants related to revenue are recognised in the statement of profit and loss on a systematic basis over
the periods to which they relate.
(y) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, demand deposits with banks, other short-term highly liquid
investments with original maturities of three months or less.
136
` in crores
As at
31 March 2015
31 March 2014
50.00
50.00
23.99
23.99
23.99
23.99
Note 2 - Share capital
Authorised
Equity shares
equity shares of ` 2/- each)]
Issued, subscribed and paid up
Equity shares fully paid
equity shares of ` 2/- each)]*
* Of the total fully paid up equity shares: 60,866,095 equity shares of `
2/- each (previous year: 60,866,095 equity shares of ` 2/- each) are held
by the subsidiaries of The Bombay Burmah Trading Corporation Limited,
the ultimate holding company [Refer note (a) below]
Rights, preferences and restrictions attached to the equity shares:
-
The Company has only one class of shares referred to as equity shares
having a par value of ` 2/-. Each holder of equity shares is entitled to one
vote per share.
-
The Company declares and pays dividends in Indian rupees. The dividend
proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting.
-
During the year ended 31 March 2015, the amount of per share dividend
recognised as distributions to equity shareholders is ` 16/- (previous year:
` 12/-). The total dividend appropriation for the year ended 31 March
2015 amounted to ` 230.94 (previous year: ` 168.37) including corporate
dividend tax of ` 39.06 (previous year: ` 24.46).
-
In the event of liquidation of the Company, the holders of equity shares
will be entitled to receive any of the remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
Details of shareholders holding more than 5% of total number of shares,
including amount [Refer note (b) below]
Reconciliation of the number of shares outstanding at the beginning and at the
end of the reporting year [Refer note (c) below]
Under the Britannia Employee Stock Option Scheme the total number of
options that can be granted is 875,000. Out of this, 525,000 options have been
granted and 475,000 options exercised. Allotment details: 75,000 shares were
allotted on 21 September 2012 at an exercise price of ` 191.06/-; 75,000 shares
were allotted on 2 April 2013 at an exercise price of ` 305.63/-; 100,000 shares
were allotted on 11 June 2013 at an exercise price of ` 333.71/-; 125,000 shares
were allotted on 24 July 2013 at an exercise price of ` 391.75/- and 100,000
shares were allotted on 5 December 2013 at an exercise price of ` 528.75/[Refer note (d) below].
137
` in crores
Notes:
(a) Shares in respect of equity in the Company held by its holding or ultimate holding company, including shares
held by subsidiaries or associates of the holding company or the ultimate holding company in aggregate:
Holding company
Subsidiaries of holding company
(b)
(c)
31 March 2015
Number of
Amount
shares
31 March 2014
Number of
Amount
shares
53,904,500
10.78
53,904,500
10.78
1,391,555
1,392,510
1,392,510
1,392,510
1,392,510
60,866,095
0.28
1,391,555
0.28
1,392,510
0.28
1,392,510
0.28
1,392,510
0.28
1,392,510
12.18 60,866,095
0.28
0.28
0.28
0.28
0.28
12.18
Details of shareholders’ holding more than 5% of total number of shares:
31 March 2015
Number of
% holding
shares
53,904,500
44.95%
Arisaig Partners (Asia) Pte Ltd.
6,452,404
5.38%
31 March 2014
Number of
% holding
shares
53,904,500
44.95%
10,671,488
8.90%
Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year:
31 March 2015
31 March 2014
Number of
Amount Number of
Amount
shares
shares
Opening balance at the beginning of the reporting year 119,925,815
23.99 119,525,815
23.91
Shares issued during the reporting year
400,000
0.08
Closing balance at the end of the reporting year
119,925,815
23.99 119,925,815
23.99
(d) During the financial year 2008-09, the Company introduced Britannia Industries Limited Employee Stock Option
Scheme (‘the Scheme’). As per the Scheme, the Remuneration / Compensation Committee grants options to the
employees and Executive Directors of the Company. The vesting period of the option is one year from the date of
grant. Options granted under the Scheme can be exercised within a period of three years from the date of vesting.
Exercise of an option is subject to continued employment.
Under the Scheme, the Company granted 15,000 options on 29 October 2008 at an exercise price of ` 1,125.30/-;
15,000 options on 27 May 2009 at an exercise price of ` 1,698.15/-; 20,000 options on 27 May 2010 at an exercise
price of ` 1,668.55/-; 125,000 options on 27 May 2011 at an exercise price of ` 391.75/- and 100,000 options on
28 May 2012 at an exercise price of ` 528.75/- to the Managing Director of the Company. Each option represents
one equity share of ` 10/- each (for options granted between the years 2008 to 2010) and one equity share of `
2/- each (for options granted after the year 2010). The said price was determined in accordance with the pricing
formula approved by the shareholders i.e. the latest available closing price, prior to the date of the meeting of
the Board of Directors or Remuneration / Compensation Committee in which options were granted, on the stock
exchange having higher trading volume.
Exercise prices as stated above are adjusted downwards by ` 170/- per share for options granted on 29 October
2008 and 27 May 2009, being the face value of bonus debentures issued pursuant to the Scheme of Arrangement
approved by the Honourable Calcutta High Court on 11 February 2010.
The number of options have been appropriately adjusted, consequent upon the sub-division of the equity shares
[Refer note (e) below].
The Company had not granted options during the year 2013-14. The Company has further granted 50,000
options on 26 May 2014 at an exercise price of ` 870.35/- to the Managing Director of the Company.
138
` in crores
(e)
Method used for accounting of share based payment plan:
The Company has used intrinsic value method to account for the compensation cost of stock options to
employees and Executive Directors of the Company. Intrinsic value is the amount by which the quoted market
price of the underlying share exceeds the exercise price (without considering the impact of ` 170/- on account of
issue of bonus debentures) of the option. Since the options under the Scheme were granted at the market price,
the intrinsic value of the option is ` Nil. Consequently the accounting value of the option (compensation cost)
is also ` Nil.
Movement in the options under the scheme:
31 March 2015 31 March 2014
Options outstanding at the beginning of the year
325,000
Options granted during the year
50,000
Options vested during the year
100,000
Options exercised during the year
325,000
Shares allotted against options exercised during the year
400,000
Options lapsed during the year
Shares under option at the end of the year
50,000
Options exercisable at the end of the year
870.35
Weighted average price per option (`)
Fair Value Methodology:
Options have been valued based on Fair Value method of accounting as described under guidance note on
Accounting for Employee Share-based Payments using Black Scholes valuation option- pricing model, using
the market values of the Company’s shares as quoted on the National Stock Exchange.
The key assumptions used in Black-Scholes model for calculating fair value of options under the scheme as on
the date of grant are as follows:
Particulars
31 March 2015 31 March 2014
No. of options granted
50,000
Date of grant
26 May 2014
Vesting period (years)
1
Expected life of option (years)
3
Expected volatility
22.56%
Risk free rate
8.57%
Expected dividends expressed as a dividend yield
1.84%
206.18
Weighted-average fair values of options per share (`)
Had the compensation cost for the Scheme been determined based on fair value approach, the Company’s net
profit and earnings per share would have been as per the pro-forma amounts indicated below:
Particulars
31 March 2015 31 March 2014
Net profit (as reported)
688.64
395.35
Less: Stock-based compensation expense determined under fair
0.88
0.21
value based method net of Intrinsic Value (without considering tax
impact)
Net profit (pro-forma) considered for computing EPS (pro-forma)
687.77
395.14
57.42
33.00
Basic earnings per share (as reported) (`)
57.35
32.98
Basic earnings per share (pro-forma) (`)
57.41
33.00
Diluted earnings per share (as reported) (`)
57.33
32.98
Diluted earnings per share (pro-forma) (`)
In the Annual General Meeting held on 9 August 2010, the shareholders of the Company approved the subdivision of equity shares, where in each equity share with a face value of ` 10/- has been subdivided into 5 equity
shares with a face value of ` 2/- each. The effective date for the sub-division was 10 September 2010.
139
` in crores
Note 3 - Reserves and surplus
Additions:
Foreign currency translation adjustment
General
reserve
Capital
redemption
reserve
Capital
reserve
Surplus
Securities
premium
Foreign
currency
translation
reserve
As at
31 Mar
2015
293.92
3.96
0.63
456.63
17.15
(2.45)
769.84
68.86
362.78
3.96
0.63
688.64
1,145.27
17.15
1.50
(0.95)
688.64
1.50
68.86
1,528.84
Deductions:
68.86
68.86
Proposed dividend *
191.88
191.88
39.06
39.06
Fixed assets charged off due to change in
useful life as per Companies Act, 2013 #
11.49
11.49
362.78
3.96
0.63
833.98
17.15
(0.95) 1,217.55
* The Board of Directors of the Company has recommended a dividend of ` 16/- per share of face value of ` 2/- amounting to `
191.88 for the financial year ended 31 March 2015.
# Net of deferred taxes of ` 5.81[also refer note 12].
General
Capital Capital
Surplus Securities
Foreign
As at
reserve redemption reserve
premium
currency
31 Mar
reserve
translation
2014
reserve
257.03
3.96
0.63
266.76
1.42
(2.95)
526.85
Additions:
395.35
395.35
Foreign currency translation adjustment
0.50
0.50
On issue of equity shares
15.73
15.73
36.89
36.89
293.92
3.96
0.63
662.11
17.15
(2.45)
975.32
Deductions:
36.89
36.89
Proposed dividend*
143.91
143.91
24.46
24.46
Dividend for previous year on equity shares
issued under ESOS after the year end
0.19
0.19
Tax on dividend for previous year on
equity shares issued under ESOS after the
year end
0.03
0.03
293.92
3.96
0.63
456.63
17.15
(2.45)
769.84
* The Board of Directors of the Company had recommended a dividend of ` 12/- per share of face value of ` 2/- amounting to `
143.91 for the financial year ended 31 March 2014.
140
` in crores
As at
Note 4 - Long-term borrowings
Secured
(a) Term loans
From banks [Refer note below]
31 March 2015
31 March 2014
42.60
28.08
0.73
0.34
43.33
28.42
(b) Long-term maturities of finance lease obligations
[Refer note 10 (b) for details of security, maturity period, repayment
terms and rate of interest]
[Secured by hypothecation of assets (vehicles) taken on lease]
Notes:
Term loan includes:
(i) The interest free soft loan of ` 27.60 (previous year: ` 28.08) from Government of Oman through Oman
Development Bank is repayable in 13 annual installments from 1 August 2006. Loan is secured by first ranking
mortgage on all the tangible assets of the Al Sallan Food Industries Co. SAOC, Oman.
(ii) Term loan of ` 18 (previous year: ` Nil) taken from ICICI Bank, repayable in 24 quarterly installments of ` 0.75
each, starting from the 90th day from the date of first disbursement. The rate of interest is the sum of base rate
and spread as communicated by the Bank periodically. As on date the base rate is 10% p.a. and spread is 2% p.a..
The above term loan is secured by an exclusive charge over movable fixed assets and current assets, present and
future and an exclusive charge by way of equitable mortgage on immovable fixed assets except leasehold land of
J B Mangharam Foods Private Limited.
Out of above loan, ` 3 is repayable within 1 year and classified under “Other current liabilities” and balance of
` 15 has been classified under “Long-term borrowings”.
Note 5 - Deferred tax asset / liabilities (net)
Disclosure as per Accounting Standard 22 - “Accounting for taxes on income” - Major components of deferred tax
assets and liabilities on account of timing differences are as follows:
As at
31 March 2015
Depreciation
Voluntary retirement scheme, terminal compensation benefits
Statutory payments
Provisions allowed on payments, write off
Others
31 March 2014
Asset
Liability
141
Liability
-
22.96
-
44.06
4.00
-
2.70
-
31.46
-
23.78
-
9.80
-
7.69
-
1.05
-
1.01
-
46.31
22.96
35.18
44.06
23.35
As at
Note 6 - Other long-term liabilities
Deposits from customers
Asset
8.88
31 March 2015
31 March 2014
19.96
19.96
19.03
19.03
As at
Note 7 - Long-term provisions
Employee benefits
Note 8 - Short-term borrowings
Unsecured
From banks *
31 March 2015
` in crores
31 March 2014
5.65
5.65
3.93
3.93
96.88
96.88
119.76
119.76
* Includes:
Loan of ` 96.88 (previous year: ` 119.76) availed by Britannia and Associates (Mauritius) Private Limited,
Mauritius to support working capital requirement of its Middle East subsidiaries. The loan is secured by an
irrevocable and unconditional corporate guarantee from Britannia Industries Limited and carries an Interest
rate of one year applicable LIBOR + markup as agreed with the bank. The date of maturity of the loan is 13
July 2015.
As at
Note 9 - Trade payables
Due to micro and small enterprises
Others
Note 10 - Other current liabilities
Current maturities of long-term debt
Term loans [Refer note (a) below]
Current maturities of finance lease obligations [Refer note (b) below]
Interest accrued but not due on borrowings
Unclaimed debenture interest *
Unpaid dividends *
Unclaimed debenture redemption balance *
Other payables:
- Book overdraft
- Advance from customers
- Creditors for capital goods
- Statutory related liabilities (VAT, TDS, PF etc.)
- Other liabilities
31 March 2015
31 March 2014
5.19
698.23
703.42
4.53
552.16
556.69
4.62
0.24
1.27
0.46
2.73
1.16
1.47
0.11
0.65
0.47
2.48
1.24
12.95
17.66
14.37
59.62
144.37
259.45
5.11
21.24
10.55
52.48
145.73
241.53
* Investor Education and Protection Fund shall be credited when due.
Note:
(a) Term loan includes:
(i)
The current maturities of interest free soft loan from Government of Oman through Oman Development
Bank of ` 1.62 (previous year: ` 1.47) is repayable in 13 annual installments from 1 August 2006. Loan is
secured by first ranking mortgage on all the tangible assets of the Al Sallan Food Industries Co. SAOC.
(ii) Term loan of ` 18 (previous year: ` Nil) taken from ICICI Bank, repayable in 24 quarterly installments of
` 0.75 each, starting from the 90th day from the date of first disbursement. The rate of interest is the sum
of base rate and spread as communicated by the Bank periodically. As on date the base rate is 10% p.a. and
spread is 2% p.a.. The above term loan is secured by an exclusive charge over movable fixed assets and
current assets, present and future and an exclusive charge by way of equitable mortgage on immovable
fixed assets except leasehold land of J B Mangharam Foods Private Limited.
142
` in crores
Out of above loan, ` 3 is repayable within 1 year and classified under “Other current liabilities” and balance of
` 15 has been classified under “Long-term borrowings”.
(b) Rate of interest for finance lease obligations ranges from 13.6% to 19.2% per annum. Number of repayment
installments (quarterly) for lease obligations ranges from 12 to 20. Period of maturity for the lease obligations
ranges from 5 months to 5 years.
As at
Note 11 - Short-term provisions
Provision for employee benefits
Others:
Excise related issues (a)
Sales tax and other issues (a)
Trade and other issues (a)
Provision for income tax
Proposed dividend
Tax on dividend
(a) Refer note 31.
143
31 March 2015
31 March 2014
9.33
2.95
10.35
-
51.73
62.62
20.47
39.08
191.88
39.06
417.12
39.41
48.58
18.68
42.75
143.91
24.46
328.14
144
0.67
0.67
160.24
160.24
179.91
0.80
159.57
4.98
70.87
69.17
8.58
0.56
4.61
76.52
30.66
345.52
980.98
24.05
3.46
58.43
0.04
0.01
26.83
10.10
16.90
24.46
78.34
61.85 1,598.94
118.19
61.85 1,717.13
6.52 1,599.97
0.35
0.98
61.85 1,520.60
0.02
5.95
54.38
0.52
0.35
0.28
0.01
10.27
10.10
16.90
24.46
61.74
744.87
7.51
752.38
651.74
0.33
683.13
1.49
99.72
531.11
7.45
1.67
41.36
0.20
158.65
0.32
12.92
136.86
2.07
0.52
5.76
3.84
3.84
9.53 162.49
9.53 162.49(d)
22.47
83.72
9.53
1.92
7.23
0.19
0.05
0.14
51.34
51.34
5.55
0.05
51.34
3.56
47.15
0.35
0.15
0.08
0.01
14.11
10.10
16.90
24.46
65.58
865.55
7.51
873.06
752.38
0.48
799.97
1.81
111.00
628.05
9.36
2.09
47.18
0.03
0.01
15.89
15.93
740.58
107.01
847.59
107.09
954.68
48.37
892.44
0.20
724.65
71.56
29.17
177.53
424.12
8.35
1.52
12.20
0.03
0.01
12.72
12.76
733.39
110.68
844.07
0.50
720.63
76.52
28.85
234.52
352.93
14.69
1.37
11.25
` in crores
Accumulated depreciation and amortisation/
Net block
impairment
As at Exchange Charge
On
As at
As at
As at
1 April difference for the deletions 31 March 31 March 31 March
2014
year
during
2015
2015
2014
the year
Notes:
(a) Agreements in respect of leasehold land at one factory of the Company (previous year: one factory) are in the process of renewal.
(b) Buildings include:
(i) Fully paid unquoted shares and bonds in respect of ownership of flats in 1 Co-operative Housing Societies (previous year: 1 Co-operative Housing
Societies); 10 shares (previous year: 10 shares) of ` 50/- each.
(ii) Net book value ` 1.86 (previous year: ` 2.75) constructed on a land leased from the government (UAE) which is renewable each year in relation to Strategic
Food International Co. LLC, Dubai (SFIC). The lessor [Government (UAE)] would be required to give the tenant (SFIC) a notice of one year for termination
of the lease.
(iii) Net book value ` 13.61 (previous year: ` 13.96) constructed on a land leased from the Public Establishment for Industrial Estates (Sohar Industrial Estate)
for a period of 25 years from 1 January 1994, which is renewable thereafter for a further period of 25 years in relation to Al Sallan Food Industries Co. SAOC
(ASFI).
15.10
3.67
18.77
38.04
15.10
0.53
1,407.78
0.04
0.01
26.16
10.10
16.90
24.46
77.67
1,485.45
Goodwill on consolidation, net (c) 114.52
Total
1,599.97
Previous year
1,388.54
Add: Capital work-in-progress
Intangible assets
Own assets
Trademarks
Designs
Computer software
Knowhow
Marketing infrastructure
Non-compete rights
3.35
10.96
0.19
0.06
0.54
71.56
30.66
277.25
955.23
15.80
3.19
53.56
As at Exchange Additions Deletions
As at
1 April difference
31 March
2014
2015
Gross block at cost
Notes to Consolidated financial statements (continued)
Tangible assets
Own assets
Freehold land
Leasehold land (a)
Buildings (b)
Plant and equipment
Furniture and fittings
Motor vehicles
Office equipment
Leased assets
Motor vehicles
Description
Note 12 - Fixed assets
145
Net book value of tangible assets included in the above schedule pertaining to ASFI amounts to ` 39.07 (previous year: ` 40.68). Substantially all the tangible
assets of ASFI are mortgaged as security against the Government term loan and other term loans amounting to ` 29.22 (previous year: ` 29.55).
During the year ended 31 March 2015, the management based on internal technical evaluation reassessed the remaining useful life of assets primarily consisting
of Buildings and Plant and equipment with effect from 1 April 2014, accordingly the useful lives of certain assets required a change from the previous estimates.
The earlier and revised useful lives are as below:
Category of asset
Earlier useful life
Revised useful life
(Years)
(Years)
Buildings
60 - 65 years
60 years
Plant and equipment
10 - 20 years
7.5 - 15 years
Furniture & fixtures
15 years
10 years
Motor vehicles
5 years
8 years
Computer software
6 years
6 years
Office equipment
5 years
3 - 5 years
Moulders, cutters and spare parts
10 - 20 years
1 year
(e)
(f)
Increase/ (decrease) in depreciation expenses
Particulars
After
2015-16
8.23 (66.77)
2015-16
Had the Company continued with the previously assessed useful lives, charge for depreciation for the year ended 31 March 2015 would have been lower by
` 58.54 for the assets held at 1 April 2014. The revision of the useful lives will result in the following changes in the depreciation expenses as compared to the
original useful life of assets:
Goodwill on consolidation comprises goodwill ` 119.24 (previous year: ` 115.57) and capital reserve ` 1.05 (previous year: ` 1.05).
Depreciation:
31 March 2015
31 March 2014
Depreciation charge for the year
162.49
83.72
Transfer from capital subsidy [Refer note 1 (w) and 40]
(0.71)
(0.54)
Fixed assets charged off due to change in useful life as per
(17.30)
Companies Act, 2013
Net depreciation charge for the year
144.48
83.18
` in crores
(c)
(d)
Notes to CONSOLIDATED financial statements (continued)
As at
Note 13 - Non-current investments
At cost less provision for other than temporary diminution
Long-term
Unquoted
Investments in equity instruments - Associates
Less: Provision for diminution in value of investments
Investments in mutual funds
Investments in insurance policy
Quoted
Investments in equity instruments
Note 14 - Long-term loans and advances
Unsecured
Considered good:
- Capital advances
- Deposits
Advance income tax and tax deducted at source
Minimum alternative tax credit entitlement
- Loans / advances recoverable in cash or in kind or for
value to be received
- Less: Provision for doubtful loans / advances
Note 15 - Other non-current assets
Fixed Deposits with banks [Refer note 19(b)(ii)]
Other Deposits [Refer note 32]
Note 16 - Current investments
Lower of cost or fair value
Current
Unquoted
Investments in mutual funds
146
31 March 2015
` in crores
31 March 2014
1.08
0.01
1.07
45.00
5.99
52.06
0.87
0.01
0.86
5.99
6.85
25.00
25.00
77.06
25.00
3.17
28.17
35.02
21.96
11.09
1.99
12.00
24.65
15.74
16.91
22.96
11.18
10.82
8.79
99.14
8.79
90.35
6.00
64.95
6.00
58.95
25.05
12.12
37.17
12.12
12.12
440.88
440.88
162.85
162.85
` in crores
As at
31 March 2015
31 March 2014
123.74
168.59
Packing materials
53.26
54.27
Work-in-progress
0.36
0.37
186.22
155.28
2.00
1.84
Stock-in-trade
15.83
13.59
Stores and spare parts
22.63
26.33
404.04
420.27
4.93
5.48
130.88
103.22
135.81
108.70
5.10
4.88
-
0.26
140.91
113.84
5.10
5.14
135.81
108.70
0.19
0.21
Note 17 - Inventories *
Raw materials
Finished goods
Goods-in-transit
* Refer note 1 (j) for mode of valuation for inventories.
Note 18 - Trade receivables
Unsecured
Considered good:
- Over six months
- Others
- Over six months
- Others
Less: Provision for doubtful debts
Note 19 - Cash and bank balances
Cash and cash equivalents:
- Cash on hand
- Cheques on hand
28.47
49.74
- Current accounts
28.41
48.63
57.07
98.58
Other bank balances:
- Unpaid dividend accounts
2.73
2.48
- Unclaimed debenture interest
0.46
0.47
- Deposit accounts [Refer note (a) below]
164.91
6.30
- Unclaimed debenture redemption proceeds
1.16
1.24
169.26
10.49
226.33
109.07
147
` in crores
As at
31 March 2015
31 March 2014
Note:
(a)
Deposit accounts held against bank guarantees includes bank deposits
with more than 12 months maturity amounting to ` 0.45 (previous year:
` 0.45).
(b)
Details of Bank deposits:
Particulars
(i)
Bank deposits due to mature within 12 months of the reporting
date included under ‘Other bank balances’
164.91
6.30
(ii)
Bank deposits due to mature after 12 months of the reporting date
included under ‘Other non - current assets’ [Refer note 15]
25.05
-
189.96
6.30
3.68
3.49
118.80
153.45
325.00
75.00
-
1.33
Note 20 - Short-term loans and advances
Unsecured
Considered good:
- Deposits
- Other loans and advances
Inter-corporate deposits
Balances with customs, port trust, excise, etc
6.01
9.91
12.43
2.03
2.90
2.90
468.82
248.11
2.90
2.90
465.92
245.21
- Loans / advances recoverable in cash or in kind or for value to
be received
Less: Provision for doubtful loans / advances
148
` in crores
For the year ended
31 March 2015
31 March 2014
2.36
2.43
Scrap sales
26.87
22.81
Other receipts [Refer note below]
36.68
38.14
Provisions and liabilities no longer required written back, net
17.42
20.01
83.33
83.39
Note 21 - Other operating revenues
Royalty income
Note:
Includes an amount of ` 26.43 (previous year: ` 32.68) towards VAT incentive for the Hajipur Factory, Bihar; Khurda
Factory, Orissa and Sunrise Biscuit Company Private Limited, Assam in accordance with the State Industrial Policy
of Bihar, Orissa and Assam Industrial (Tax Exemption) Scheme, 2009 respectively.
For the year ended
31 March 2015
31 March 2014
Long-term
10.99
7.06
Current
29.31
7.03
Note 22 - Other income
Interest income
Dividend income
Long-term
0.23
0.28
Net gain / (loss) on sale of investments
Long-term
16.60
-
Current
26.70
5.65
- Profit on sale of fixed assets
-
9.65
- Foreign exchange gain, net
1.10
-
- Other receipts
3.03
3.92
87.96
33.59
292.40
266.53
52.48
48.66
226.46
177.89
30.90
32.05
602.24
525.13
Other non-operating income:
Note 23 - Purchase of stock-in-trade
Cake
Others
149
` in crores
For the year ended
31 March 2015
31 March 2014
Note 24 - Changes in inventories of finished goods, work-in-progress and
stock-in-trade
Opening stock:
- Finished goods
157.12
140.68
- Stock-in-trade
13.59
18.12
- Work-in-progress
0.37
0.66
Closing stock:
- Finished goods
188.22
157.12
- Stock-in-trade
15.83
13.59
- Work-in-progress
Less: Excise duty on opening stock of finished goods
Add: Excise duty on closing stock of finished goods
Increase / (decrease)
0.36
0.37
(33.33)
(11.62)
(4.25)
(4.14)
7.18
4.25
2.93
0.11
(30.40)
(11.51)
Note 25 - Employee benefits expense
Salaries and wages
249.64
238.10
Contribution to provident and other funds
16.11
11.52
Staff welfare expenses
14.83
13.04
280.58
262.66
Note 26 - Finance costs
Interest expense:
- Finance lease
0.07
0.05
- Bank and others
3.79
8.24
3.86
8.29
23.55
20.49
110.96
110.72
9.09
7.60
16.07
14.32
2.77
2.62
25.23
19.16
2.85
2.38
29.40
28.85
427.14
387.55
Note 27 - Other expenses
Consumption of stores and spares
Power and fuel
Rent [Refer note 30 (a)]
Repairs and maintenance:
- Plant and equipment (a)
- Buildings (a)
- Others
Insurance
Rates and taxes, net
Carriage, freight and distribution
150
` in crores
For the year ended
31 March 2015
31 March 2014
Auditors’ remuneration (b):
- Audit fees
0.95
0.66
- Other services
0.08
0.08
- Expenses reimbursed
0.12
0.12
7.74
-
Advertising and sales promotion
651.70
603.65
Conversion charges
488.06
453.36
-
1.03
Corporate social responsibility [Refer note 35]
Foreign exchange loss, net
Loss on sale/ write off of fixed asssets, net
6.41
-
Bad debts and advances written off, net
0.18
0.07
217.07
199.17
2.75
-
2,022.12
1,851.83
7.32
7.06
Profit on sale of land & building [Refer note (a) below]
159.92
-
Amortisation of voluntary retirement scheme expenditure
[Refer note (b) below]
(13.86)
-
146.06
-
Miscellaneous
Provision for doubtful receivables and loans / advances, net
(a) Includes stores consumed
(b) Excluding service tax
Note 28 - Exceptional items profit / (loss)
Note:
(a) During the year, the Company sold its land and building in Padi, Chennai resulting in a profit of
` 159.92.
(b) During the year, Company offered a Voluntary retirement scheme (VRS) to all workmen at Delhi factory.
All the workmen have accepted the scheme. Consequently an amount of ` 13.86 was paid towards the
scheme.
Note29 Contingent liabilities and commitments:
(i)
Contingent liabilities:
(a) Claims / demands against the Group not acknowledged as debts including excise, income tax,
sales tax and trade and other demands of ` 46.37 (previous year: ` 39.81).
(b) Bank guarantee and letter of credit for ` 37.60 (previous year: ` 21.80).
(c)
Discounted cheques ` 0.89 (previous year: ` 1.77).
Notes:
(i)Contingent liabilities disclosed above represent possible obligations where possibility of
cash outflow to settle the obligations is not remote.
(ii)The above does not include non-quantifiable industrial disputes and other legal disputes
pending before various judicial authorities [Also refer note 31 and note 32].
(ii)
Commitments:
(a) Estimated amount of contracts remaining to be executed on capital account and not provided
for ` 107.19 (previous year: ` 10.25).
151
` in crores
Note30 (a) Operating leases
The Group has certain operating leases for land, office facilities and residential premises (cancellable as
well as non cancellable leases). Such leases are generally with the option of renewal against increased
rent and premature termination of agreement (except non cancellable leases). Rental expenses of ` 8.85
(previous year: ` 7.37) and ` 0.24 (previous year: ` 0.23) in respect of obligation under cancellable and
non cancellable operating leases respectively have been recognised in the statement of profit and loss. With
respect to Al Sallan Food Industries Co. SAOC, Oman, the Company has taken on lease a plot of land for
factory premises at Sohar from the Public Establishment for Industrial Estates (“PEIE”) for a period of 25
years from 1 January 1994 which is renewable thereafter for a further period of 25 years.
Future obligations of lease rentals applicable to above leased assets aggregate to ` 0.90 (previous year:
` 1.10) and are due:
31 March 2015
31 March 2014
0.24
0.23
Later than 1 year and not later than 5 years
0.66
0.87
-
-
0.90
1.10
More than five years
(b)
Finance leases
The Group has taken motor vehicles under finance leases. The total minimum lease payments and
present value of minimum lease payments as at 31 March 2015 are as follows:
31 March 2015
Minimum
lease
payments
Note 31
31 March 2014
Present
value of
minimum
lease
payments
Minimum
lease
payments
Present
value of
minimum
lease
payments
0.37
0.24
0.17
0.11
Later than 1 year and not later than 5 years
0.85
0.73
0.39
0.34
1.22
0.97
0.56
0.45
The difference between minimum lease payments and the present value of minimum lease payments
of ` 0.25 (previous year: ` 0.11) represents interest not due. The lease liability is secured by the
relevant vehicles acquired under lease.
In accordance with Accounting Standard 29 - “Provisions, contingent liabilities and contingent assets”,
prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies
(Accounts) Rules, 2014, certain classes of liabilities have been identified as provisions which have been
disclosed as under:
1 April
2014
Additions* Utilisation*
31 March
2015
-
51.73
(a)
Excise related issues
39.41
12.36
(b)
48.58
14.26
(0.22)
-
62.62
(c)
18.68
1.28
(0.09)
0.60
20.47
152
(0.04)
Reversals /
adjustments*
` in crores
1 April
2013
(a)
Excise related issues
Additions* Utilisation*
28.72
10.69
Reversals /
adjustments*
31 March
2014
-
39.41
-
(b)
38.85
9.86
(0.31)
0.18
48.58
(c)
32.76
0.20
(0.31)
(13.97)
18.68
(a) and (b) represents estimates made for probable cash outflow arising out of pending disputes / litigations
with various regulatory authorities.
(c) represents provisions made for probable liabilities / claims arising out of commercial transactions with
vendors / others. Further disclosures as required in Accounting Standard 29 are not made since it can be
prejudicial to the interests of the Group.
* Included under various heads in the statement of profit and loss.
Note32 With respect to the matter related to the refund of excess contribution by Company’s Covenanted Staff
Pension Fund (“Fund”) to the Company, the Honourable Supreme Court at its hearing on 12 May 2008
set aside the order of the Division Bench of the Honourable High Court, Kolkata and remanded the writ
pending for disposal. Based on the directions of the courts, the Company was required to deposit ` 12.12
with a Nationalised Bank, which the Company has done under protest.
In other Writ Petitions filed by some of the pensioners in the Honourable Madras High Court, challenging
the Deeds of Variation submitted in May 2005, the Honourable High Court has passed an interim order
restraining the CIT, Kolkata from approving the Deeds of Variation pending disposal of the Writ Petitions.
There have been no significant development in the year under review.
In the suit filed by the Britannia Industries Limited Pensioners Welfare Association (‘the Association’) in
the Honourable City Civil Court, Bangalore, the proceedings are currently in the stage of final arguments.
However, in the meanwhile the Association further filed an application stating certain members have
joined the Association post retirement from the Company and are eligible for Pension and hence the Court
should direct the Company and the Fund to pay pension to these employees. The Company and the Fund
filed their objections to this Application on 31 August 2013. Based on the interim order of the Honourable
City Civil Court, Bangalore and the direction of the Honourable Supreme Court, the Company presently
continues to pay pension as per the interim order passed by the Bangalore City Civil Court on 1 January
2009 (i.e. on Defined Contribution basis) till disposal of the suit by the Trial Court.
The Company believes, based on current knowledge and after consultation with eminent legal counsel
that the resolution of the matter will not have material adverse effect on the financial statements of the
Company.
Note 33
Earnings per equity share
(a)
(b)
(c)
(d)
Net profit attributable to the equity shareholders
Weighted average number of equity shares outstanding
during the year
Effect of potential equity shares on employee stock option
outstanding
Weighted average number of equity shares outstanding for
computing diluted earnings per share [(b)+(c)]
Nominal value of equity shares (`)
Basic earnings per share (`)
Diluted earnings per share (`)
153
31 March 2015
688.64
119,925,815
31 March 2014
395.35
119,799,171
16,609
-
119,942,424
119,799,171
2
57.42
57.41
2
33.00
33.00
` in crores
Note 34 Based on guiding principles given in the Accounting Standard 17 –“Segment Reporting”, the primary
business segment of the Group is foods, comprising bakery and dairy products. As the Group operates in
a single primary business segment, disclosure requirements are not applicable. The Group primarily caters
to the domestic market (India) and export sales are not significant. The Group’s revenues from domestic
markets aggregating to ` 7,357.39 (previous year: ` 6,491.14); assets located in India aggregating to
` 2,477.89 (previous year: ` 1,808.27) and capital expenditure in India aggregating ` 101.21 (previous
year: ` 138.81).
Note35
Corporate Social Responsibility
During the year, the amount required to be spent on corporate social responsibility activities amounted to
` 7.74 in accordance with Section 135 of the Companies Act, 2013.The following amounts were spent
during the year:
(i)
Amount spent other than for construction / acquisition of any asset
(ii)
Amount accrued and not paid
7.74
Total
Note 36
7.74
Related party disclosures under Accounting Standard 18
Relationships
1.
2.
Ultimate holding company
Holding company
Fellow subsidiary companies
3.
Associates
4.
Key management personnel (KMP) *
Managing Director
Mr.Varun Berry
Erstwhile Managing Director
Ms. Vinita Bali
* Mr. Varun Berry was appointed as Executive Director (w.e.f. 11 November 2013). Further, effective
from 1 April 2014, Mr. Varun Berry has been appointed as Managing Director of the Company. Ms. Vinita
Bali has ceased to be Managing Director of the Company w.e.f. the close of business on 31 March 2014.
154
` in crores
Relationship
Remittance of dividend
Others
Holding
company
Fellow
subsidiary
companies
Total
31 March
2015
31 March
2014
64.69
45.82
8.35
5.92
73.04
51.74
Purchase of finished goods
Associate
77.76
64.01
Conversion charges
Associate
4.09
4.20
4.71
4.71
1.39
4.11
5.50
Shares allotted under employee stock option scheme for
consideration received during the year 2013-14
Ms. Vinita Bali
KMP
Equity shares
Securities premium
Total
-
0.06
13.46
13.52
Shares allotted under employee stock option scheme for
consideration received during the year 2012-13
Ms. Vinita Bali
KMP
Equity shares
Securities premium
Total
-
0.02
2.27
2.29
Associate
Associate
0.03
0.18
0.21
0.04
(0.31)
(0.27)
Associate
0.50
0.77
Ultimate
holding
company
Associates
2.12
-
0.02
2.14
-
Remuneration #
Mr. Varun Berry
KMP
Ms. Vinita Bali
KMP
Total
# Excludes: Contributions to employee retirement / post
retirement and other employee benefits which are based on
actuarial valuation done on an overall Company basis.
Share of current year profit / (loss)
Total
Sale of goods / consumables and ingredients
Interest and dividend income
Total
155
` in crores
Relationship
Outstanding - net receivables / (payables)
Total
Investments (including goodwill)
Total
31 March
2015
31 March
2014
Ultimate
holding
company
40.00
-
Ultimate
holding
company
Associates
Associates
40.00
-
(0.12)
(0.56)
39.32
(0.06)
0.70
0.64
0.94
(0.04)
0.91
0.91
(0.22)
0.70
Associates
Associates
Notes:
(i) The above does not include related party transactions with retiral funds, as key management personnel
who are trustees of the funds cannot individually exercise significant influence on the retiral funds
transactions.
(ii) The above information has been determined to the extent such parties have been identified on the basis
of information available with the Group and relied upon by the auditors.
Note37Employee benefits
(a)Post retirement benefi - Defined contribution plans
The Group has recognised an amount of ` 8.75 (previous year: ` 8.30) as expenses under the defined
contribution plans in the statement of profit and loss for the year:
Benefit (Contribution to)
Provident Fund *
Family Pension Scheme
Pension Fund / Scheme
ESI
Total
31 March 2015
31 March 2014
5.71
1.72
0.78
0.54
8.75
5.08
1.52
1.13
0.57
8.30
* With regard to the assets of the Fund and the return on the investments, the Group does not expect
any deficiency in the foreseeable future.
156
` in crores
(b)Post retirement benefit - Defined benefit plans
The Company has two funds: Britannia Industries Limited Covenanted Staff Gratuity Fund and
Britannia Industries Limited Non Covenanted Staff Gratuity Fund, which are funded defined benefit
plans for qualifying employees.
(i) The Scheme in relation to Britannia Industries Limited Non Covenanted Staff Gratuity Fund
completed year of service or part thereof in excess of six months subject to the maximum
amount payable as per the Payment of Gratuity Act, 1972 and twenty months salary.
(ii) The Scheme in relation to Britannia Industries Limited Covenanted Staff Gratuity Fund
or on termination of employment of an amount equivalent to 15 days basic salary payable for
each completed year of service or part thereof in excess of six months subject to the higher of
maximum amount payable as per the Payment of Gratuity Act, 1972 and twenty months salary.
Vesting (for both the funds mentioned above) occurs only upon completion of five years of service,
except in case of death or permanent disability. The present value of the defined benefit obligation and
the related current service cost are measured using the projected unit credit method with actuarial
valuation being carried out at balance sheet date.
1.
31 March
2015
31 March
2014
31 March
2013
31 March
2012
31 March
2011
21.54
21.54
19.61
20.35
20.09
Service cost
1.40
1.43
1.24
1.28
1.31
Interest cost
1.95
1.74
1.66
1.68
1.61
(6.75)
(2.59)
(2.56)
(3.73)
(2.79)
3.38
(0.58)
1.59
0.03
0.13
-
-
-
-
-
21.52
21.54
21.54
19.61
20.35
22.87
21.49
20.52
21.28
20.19
2.08
1.87
1.75
1.76
1.62
Actuarial gain / (loss)
(0.30)
(0.09)
(0.04)
(0.16)
0.07
Contributions
(6.17)
2.19
1.82
1.37
2.20
Benefit settled
0.08
(2.59)
(2.56)
(3.73)
(2.79)
On acquisition
-
-
-
-
-
18.56
22.87
21.49
20.52
21.28
Reconciliation of opening and
closing balances of the present
value of the defined benefit
obligation:
Obligations at 1 April
Benefits settled
On acquisition
Obligations at the year end 31
March
2.
Change in plan assets:
Plan assets at 1 April at fair value
Plan assets at 31 March at fair
value
157
` in crores
3.
4.
31 March
2015
31 March
2014
31 March
2013
31 March
2012
31 March
2011
Present value of obligation as at
31 March
21.52
21.54
21.54
19.61
20.35
Plan assets at 31 March at fair value
18.56
22.87
21.49
20.52
21.28
Amount recognised in balance
sheet asset / (liability)
(2.95)
1.33
(0.05)
0.91
0.93
Current service cost
1.40
1.43
1.24
1.28
1.31
Interest cost
1.95
1.74
1.66
1.68
1.61
(2.08)
(1.87)
(1.75)
(1.76)
(1.62)
3.68
(0.49)
1.63
0.19
0.06
Net cost
4.95
0.81
2.78
1.39
1.36
(1.33)
0.05
(0.91)
(0.93)
(0.10)
-
-
-
-
-
Expense as above
4.95
0.81
2.78
1.39
1.36
Employers contribution paid
6.17
(2.19)
(1.82)
(1.37)
(2.20)
Closing (asset) / liability
9.79
(1.33)
0.05
(0.91)
(0.93)
1.73
1.46
0.79
0.51
0.41
(0.30)
(0.09)
(0.04)
(0.16)
0.07
Reconciliation of present value of
the obligation and the fair value
of the plan assets:
Expenses recognised in
statement of profit and loss:
the
5.
Amount recognised in the balance
sheet:
Opening asset / (liability)
On acquisition
6.
Experience adjustment:
On plan liabilities (gain) / loss
On plan assets gain / (loss)
% Invested % Invested % Invested % Invested % Invested
7.
Investment details:
3.73
17.54
20.85
21.51
20.93
State Government securities
20.15
20.42
17.70
15.89
13.08
Public sector securities
37.81
34.50
35.54
34.80
41.41
Mutual funds
2.34
1.15
0.80
0.62
0.52
Special deposit scheme
3.09
2.59
2.94
6.61
6.30
32.88
23.80
22.17
20.57
17.76
100.00
100.00
100.00
100.00
100.00
Government of India securities
Others
158
` in crores
31 March
2015
31 March
2014
31 March
2013
31 March
2012
31 March
2011
8.
Principal actuarial assumptions:
Discount factor [Refer note (i)
7.92%
9.02%
8%
8.50%
8.25%
below]
Estimated rate of return on plan
7.92%
9.02%
8%
8.50%
8.25%
assets [Refer note (ii) below]
Attrition rate:
Service related:
5 years and above
4%
4%
2%
2%
1%
Below 5 years
16%
14%
14%
14%
14%
Salary escalation rate
5%
5%
5%
5%
5%
Retirement age (in years)
58
58
58
58
58
Notes:
(i) The discount rate is based on the prevailing market yield on Government Securities as at the
balance sheet date for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly
the composition of the plan assets held, assessed risks of asset management, historical results
of the return on plan assets and the Group’s policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes into account
inflation, seniority, promotion and other relevant factors such as supply and demand in the
employment market.
(iv) The disclosure above includes amounts for both Britannia Industries Limited Covenanted
Staff’ Gratuity Fund and Britannia Industries Limited Non Covenanted Staff’ Gratuity Fund
and amounts relating to other group companies.
(c) The charge for retirement benefits of Al Sallan Food Industries Co. SAOC and Strategic Food International
Co. LLC, Dubai has been calculated in accordance with the laws applicable in their countries of incorporation
which amounts to ` 2.41 (previous year: ` 2.41).
Note38 With respect to Al Sallan Food Industries Co. SAOC, the Company’s income tax assessments for the year
2008 to 2012 have not been agreed with the Secretariat General for Taxation at the Ministry of Finance,
Oman. Management believes that additional taxes, if any, that may become payable on finalisation of the
assessments in respect of these open years would not be material to the Company’s financial position as at
31 March 2015. No tax has been recognised due to carried forward accumulated losses of prior years.
Note39 Derivative contracts
Foreign currency forward contracts
The Company has designated certain foreign exchange forward contracts (relating to foreign currency
receivables and payables) outstanding as on 31 March 2015 as hedge of committed transaction. On that
date, the Company had forward contracts amounting to USD 2,908,783 and EUR 2,060,830 (previous
year: USD 2,686,908 and EUR 58,287). As at the year end the unrealized exchange loss of ` 0.49 has been
accounted for (previous year: unrealized exchange gain of ` 0.55 has not been accounted) (arrived on a
mark to market basis) in line with the ICAI notification issued in March 2008.
Note40 Capital subsidy
During the year ended 31 March 2013, an amount of ` 5 was received towards capital subsidy for the
Hajipur Factory, Bihar in accordance with the State Industrial Policy of Bihar. Out of this, an amount
of ` 0.71 (previous year: ` 0.54) has been credited to the statement of profit and loss (by reducing the
depreciation charge for the year) and the outstanding amount of ` 3.57 (previous year: ` 4.28) has been
classified as capital subsidy in the balance sheet [Refer note 1 (w)].
159
` in crores
Note41
Disclosure as per clause 32 of the Listing Agreement in respect of loans and advances, the amount in
the nature of loans outstanding at year end:
Outstanding as at
(repayment schedule in excess of 7 years)
Note 42
Note 43
31 March
2015
2.93
31 March
2014
3.30
Maximum outstanding
during the year ended
31 March
31 March
2015
2014
3.30
3.63
Figures in rupees have been rounded off to two decimal places to the nearest crore, unless otherwise
stated.
The financial statements are presented in ` crores (rounded off to two decimal places). Those items
which are required to be disclosed and which were not presented in the financial statements due to
rounding off to the nearest ` crores are given below:
` in ‘000
Note No. Description
31 March 2015 31 March 2014
13.
Non-current investments:
(a) Unquoted - Trade investments - Investments in
4
4
debentures / bonds
for B S R & Co. LLP
Sunil Gaggar
Partner
Place : Bangalore
Date : 21 May 2015
Chairman
: Nusli N Wadia
Managing Director
: Varun Berry
Directors
: A K Hirjee
S S Kelkar
Nasser Munjee
Nimesh N Kampani
Jeh N Wadia
Ajai Puri
Ness N Wadia
Ranjana Kumar
Company Secretary
: Rajesh Arora
Place : Mumbai
Date : 21 May 2015
160
SIGNIFICANT RATIOS
2014-15
2013-14
%
50.4
43.3
`
103.0
71.2
2.7
2.2
10.2
8.9
times
102.4
118.2
times
40.3
41.8
%
0.1
0.1
times
1.2
0.9
29.5
31.8
Measures of Investment
Return on equity
Net profit
Shareholders’ funds
Book value per share
Number of equity shares
Dividend cover
Earnings per share (Basic)
times
Dividend (plus tax) per share
Measures of Performance
Profit margin
Profit before tax and exceptional items
%
Revenue from operations + Other income
Debtors turnover
Sale of products
Trade receivables
Stock turnover
Sale of products
Inventories (Finished goods + Stock-intrade + Goods-in-transit)
Measures of Financial Status
Debt equity ratio
Long-term borrowings + Short-term
borrowings + Current maturities of longterm debt and finance lease obligations
Current ratio
Current assets
Current liabilities - Current maturities
of long-term debt and finance lease
obligations
Tax ratio
Tax expense
%
Profit before tax
161
TEN YEAR FINANCIAL STATISTICS : 2006 - 2015
` in crores
As at / Year ended 31 March
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Fixed assets less depreciation and
amortisation
151.64
214.40
250.68
283.86
291.47
315.40
458.82
580.12
642.88
574.16
Investments (non-current and current)
359.86
320.05
380.83
423.10
490.64
545.00
428.94
279.60
372.99
661.04
Other assets / (liabilities), net
30.89
59.57
207.17
116.10
43.76
22.34
66.78
(7.83) (161.96)
1.39
Miscellaneous expenditure
16.06
25.58
23.23
26.64
-
-
-
-
558.45
619.60
861.91
849.70
825.87
882.74
954.54
851.89
23.89
23.89
23.89
23.89
23.89
23.89
23.89
23.91
525.20
590.93
731.92
800.65
372.36
427.41
496.15
612.50
9.36
4.78
106.10
25.16
429.62
431.44
434.50
215.48
558.45
619.60
861.91
849.70
825.87
882.74
954.54
851.89
Assets employed
-
-
853.91 1,236.59
Financed by
Equity shares
Reserves and surplus
Loan funds (long-term borrowings,
short-term borrowings and current
maturities of long term debt & finance
lease obligations)
23.99
23.99
829.47 1,211.63
0.45
0.97
853.91 1,236.59
Profits and appropriations
Sale of products
1,817.92 2,317.21 2,616.98 3,142.89 3,426.64 4,230.59 5,005.66 5,649.66 6,347.85 7,269.26
217.56
151.38
253.56
286.61
204.96
242.65
299.69
389.26
626.00
857.82
21.72
25.27
29.08
33.46
37.54
44.59
47.32
57.08
63.38
117.27
195.84
126.11
224.48
253.15
167.42
198.06
252.37
332.18
562.62
740.55
4.88
(7.70)
7.78
(20.63)
(46.64)
-
-
-
(20.00)
142.06
200.72
118.41
232.26
232.52
120.78
198.06
252.37
332.18
542.62
882.61
54.29
10.76
41.26
52.12
4.27
52.77
65.63
98.31
172.79
260.20
Net profit
146.43
107.65
191.00
180.40
116.51
145.29
186.74
233.87
369.83
622.41
Dividend
35.84
35.84
43.00
95.56
59.73
77.64
101.53
101.66
143.91 191.88*
5.03
6.09
7.31
16.24
9.92
12.60
16.47
17.28
24.46
39.06 #
105.56
65.72
140.69
68.60
46.86
55.05
68.74
114.93
201.46
391.47
Profit before depreciation, amortisation,
exceptional items and tax
Profit before exceptional items and tax
Exceptional items
Profit before tax
Tax
Tax on dividend
Profit for the year after dividend and tax
thereon
* Proposed dividend
# Tax on proposed dividend
162
Notes
163
Notes
164
Notes
165
Notes
166

Annual Report 2014-15 - Britannia Industries Limited

Transcription

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